Expedia Group (EXPE) 10-K risk factor changes: FY2019 vs FY2018

[removed: Industry] [added: Industry] and Operational [removed: Risks][added: Risks]

[removed: We] [added: We] operate in an increasingly competitive global [removed: environment.][added: environment.]

| • | Travel metasearch [removed: websites;] [added: services;] |

[removed: Online] [added: *Online] and traditional travel [removed: agencies:] [added: agencies*:] We face increasing competition from other online travel agencies (“OTAs”) in many regions, such as Booking Holdings and its subsidiaries Booking.com and Agoda.com, [removed: as well as regional competitors such as Ctrip,] [added: and Trip.com,] which in some cases may have more favorable offerings for travelers or suppliers, including pricing and supply breadth.

In addition, [added: our OTA competitors are increasingly expanding] the [added: range of travel services they offer and the] global OTA segment continues to consolidate, with certain competitors merging or forming strategic partnerships.

[removed: Travel suppliers:] [added: *Travel suppliers:*] Travel suppliers may offer products and services on more favorable terms to consumers who transact directly with them.

[removed: Search] [added: *Search] engines and large online portal [removed: websites:] [added: websites:*] We also face increasing competition from [added: Google and other] search [removed: engines, including Google.][added: engines.]

For example, Google has continued to add features and functionality to its [removed: flight and hotel] [added: travel] metasearch products (“Google [removed: Flights”] [added: Travel”, “Google Flights”,] and “Hotel Ads”), which are growing rapidly, and has [removed: also further] integrated [removed: its “Book on Google”] reservation functionality into the Hotel Ads product.

[removed: In addition, these search] [added: Search] engines [added: also may] continue to expand their voice and artificial intelligence capabilities.

[removed: Travel] [added: *Travel] metasearch [removed: websites:] [added: websites:*] Travel metasearch websites, including Kayak.com (a subsidiary of Booking Holdings), trivago (a majority-owned subsidiary of Expedia Group), TripAdvisor, Skyscanner and Qunar (both are subsidiaries of [removed: Ctrip),] [added: Trip.com),] aggregate travel search results for a specific itinerary across supplier, travel agent and other websites.

To the extent that trivago’s ability to aggregate travel search results for a specific itinerary across supplier, travel agent and other websites is hampered, whether due to its affiliation with us or otherwise, or if OTA [removed: advertisers or suppliers choose to limit their participation in trivago’s metasearch marketplace, trivago’s business and therefore our results of operations could be adversely affected and the value of our investment in trivago could be negatively impacted.]

[removed: Corporate] [added: *Corporate] travel management service [removed: providers:] [added: providers:*] Egencia, our full-service corporate travel management company, competes with online and traditional corporate travel providers, including Carlson Wagonlit and American Express Global Business Travel (GBT), as well as vendors of corporate travel and expense management software and services, including Concur.

[removed: Mobile] [added: *Mobile] and other platform travel [removed: applications:] [added: applications:*] The demand for and functionality of smartphones, tablet computers and home assistants continue to grow and improve significantly.

[removed: Social] [added: *Applications and social] media [removed: websites: Social] [added: websites:* Applications and social] media websites, including Facebook, continue to develop search functionality for data included within their websites and mobile applications, which may in the future develop into an alternative research and booking resource for travelers, resulting in additional competition.

[removed: eCommerce] [added: *eCommerce] and group buying [removed: websites:] [added: websites:*] Traditional consumer eCommerce platforms, including Amazon and Alibaba, and group buying websites have periodically undertaken efforts to expand their local offerings into the travel market.

To the extent our travelers [removed: uses] [added: use] these websites, these websites may create additional competition and could negatively affect our businesses.

[removed: Alternative accommodations:] [added: *Alternative accommodations:*] Airbnb, Booking Holdings and other providers of alternative accommodations that facilitate the short-term rental of homes and apartments from [removed: owners both] [added: owners,] provide an alternative to hotel rooms and compete with alternative accommodation properties available through Expedia Group brands, including [removed: HomeAway and VRBO.][added: Vrbo.]

Furthermore, Airbnb and similar websites [removed: have added] [added: could increasingly look to add] other travel services, such as tours, activities, hotel and flight bookings, any of which could further extend their reach into the travel market as they seek to compete with the traditional OTAs.

[removed: Other] [added: *Other] participants in the travel [removed: industry:] [added: industry:*] Other participants or existing competitors may begin to offer or expand other services to the travel industry that compete with the services we offer to our travelers, our travel industry affiliates and partners, or our corporate clients.

Increasing competition from current and emerging competitors, the introduction of new technologies and the continued expansion of existing [added: technologies, such as metasearch and other search engine technologies, may force us to make changes to our business models, which could affect our financial performance and liquidity.]

[removed: The] [added: The] industry in which we operate is [removed: dynamic.][added: dynamic.]

We continue to adapt our business to remain competitive, including investing in evolving [removed: channels, such as metasearch and mobile, as well as voice search capabilities] [added: channels] and [added: platforms] offering new consumer choices, including inventory types and transactional models, [removed: and] [added: as well as] increasing supplier inventory on our existing platforms.

[removed: Our] [added: Our] business could be negatively affected by changes in search engine algorithms and dynamics or other traffic-generating [removed: arrangements.][added: arrangements.]

We rely heavily on internet search engines such as [removed: Google, principally] [added: Google] through the purchase of travel-related [removed: keywords,] [added: keywords and through organic search,] to generate a significant portion of the traffic to our websites and the websites of our affiliates.

Search engines frequently update and change the logic that determines the placement and display of results of a user’s search, such that the [removed: purchased or algorithmic] placement [added: or cost] of links to our websites and those of our affiliates can be negatively affected.

Moreover, a search or metasearch engine could, for competitive or other purposes, [removed: adopt emerging technologies such as voice,] alter its search algorithms or [added: display of] results which could cause a website to place lower in search query results or inhibit participation in the search query results.

[removed: If a major search engine changes] [added: In particular, Google has in the past, and may continue to in the future, change] its algorithms or results in a manner that [added: has] negatively [removed: affects] [added: affected] the search engine ranking, paid [removed: or] [added: and] unpaid, of our websites and the websites of our [removed: affiliates, or] [added: affiliates and] those of our third-party distribution partners, [removed: or if competitive dynamics impact the costs or effectiveness of search engine optimization, search engine marketing or other traffic-generating arrangements in a negative manner,] [added: which has adversely impacted] our business and financial [removed: performance would be adversely affected, potentially to a material extent.][added: performance.]

[removed: To the extent such] [added: Google has also increasingly added its own travel search] functionality [removed: is promoted] [added: and content] at the expense of traditional paid [removed: listings, this] [added: listings and organic search results, which] may [added: continue to] reduce the amount of traffic to our websites or those of our affiliates.

[removed: Our] [added: Our] business depends on our relationships with travel suppliers and travel distribution [removed: partners.][added: partners.]

No assurances can be given that [added: travel suppliers will elect to participate in] our [added: platform, or that our] compensation, access to inventory or access to inventory at competitive rates will not be further reduced or eliminated in the future, or that travel suppliers will not reduce the cost of their products or services (for example, average daily rates (“ADRs”) or ticket prices); attempt to implement costly direct connections; charge us for or otherwise restrict access to content; increase credit card fees or fees for other services; fail to provide us with accurate booking information or otherwise take actions that would increase our operating expenses.

[removed: Declines] [added: Declines] or disruptions in the travel industry could adversely affect our business and financial [removed: performance.][added: performance.]

Travel expenditures are sensitive to personal and business-related discretionary spending [removed: levels and tend] [added: levels, tending] to decline or grow more slowly during economic [removed: downturns.][added: downturns, as well as to disruptions due to other factors, including those discussed below.]

Political instability, including the [removed: proposed] United Kingdom withdrawal from the European Union ("Brexit"), bans on travel from certain countries to the United States, geopolitical conflicts, trade disputes, significant fluctuations in currency values, sovereign debt issues and macroeconomic concerns are examples of events that contribute to a somewhat uncertain economic environment, which could have a negative impact on the travel industry in the future.

Other factors that could negatively affect our [removed: business] [added: business, potentially materially,] include:

| • | Natural disasters or events such as severe weather conditions, [added: widespread fires,] volcanic eruptions, hurricanes or earthquakes; |

| • | [removed: Health-related risks,] [added: Travel-related health events,] such as the [added: 2019 Novel Coronavirus,] Ebola, H1N1, MERS-CoV, [removed: SARs and] [added: SARs,] avian [removed: flu outbreaks.] [added: flu, or similar outbreaks, which may have global impacts;] |

[removed: This decrease] [added: Decrease] in demand, depending on its scope and duration, together with any future issues affecting travel safety, could significantly and adversely affect our business, working capital and financial performance over the short and long-term.

In addition, the disruption of the existing travel plans of a significant number of travelers upon the occurrence of certain events, such as severe weather conditions, actual or threatened terrorist [removed: activity] [added: activity, war] or [removed: war,] [added: travel-related health events,] could result in [removed: the incurrence of] significant additional costs and decrease our revenues leading to constrained liquidity if we, as we have done historically in the case of severe weather [removed: conditions,] [added: conditions and travel-related health events,] provide relief to affected travelers by refunding the price or fees associated with airline tickets, hotel reservations and other travel products and services.

[removed: We] [added: We] rely on the value of our brands, and the costs of maintaining and enhancing our brand awareness are [removed: increasing.][added: increasing.]

| • | Continued emergence [removed: and share growth] of [removed: travel-related traffic from] search and metasearch engines. |

There could be a material adverse impact on our business and financial performance to the extent that Google uses its market position to:

| • | Disintermediate online travel agencies or travel content providers by offering comprehensive travel planning, shopping or booking capabilities; |

| • | Increasingly refer customers directly to suppliers or other favored partners; |

| • | Increase the cost of traffic directed to our websites: |

| • | Offer the ability to transact on their own website; or |

| • | Promote their own competing products by placing their own offerings at the top of organic search results. |

In addition, Google may be able to leverage the data they collect on users to the detriment of us and other OTAs.

advertisers or suppliers choose to limit their participation in trivago’s metasearch marketplace, trivago’s business and therefore our results of operations could be adversely affected and the value of our investment in trivago could be negatively impacted.

If Google or other search or metasearch companies continue to pursue these or similar strategies, which is out of our control, or we do not successfully manage our paid and unpaid search strategies, we could face a significant decrease in traffic to our websites and/or increased costs related to replacing unpaid traffic with paid traffic.

| • | Changes in regulations, policies or conditions related to sustainability, including climate change; |

| • | Changes to visa and immigration requirements or border control policies. |

Because these events or concerns, and the full impact of their effects, are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers and decrease demand.

With respect to the 2019 Novel Coronavirus outbreak specifically, we currently expect that our first quarter 2020 financial results will be negatively impacted, potentially to a material degree.

In addition, as of the time of this Annual Report on Form 10-K, we expect the 2019 Novel Coronavirus will continue to negatively impact our businesses beyond the first quarter of 2020, but the extent and duration of such impacts over the longer term remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the coronavirus, the extent and effectiveness of containment actions taken, including mobility restrictions, and the impact of these and other factors on travel behavior.

| • | Costs associated with remediating fraud, information security, or other similar incidents at an acquired company; |

Our future success depends

Since the departure of the Company’s Chief Executive Officer in December 2019, Messrs.

Diller and Kern have overseen the Company’s executive leadership team and managed day-to-day operations, while the Board of Directors determines the long-term leadership of the Company.

We may not achieve some or all of the expected benefits of our plans to increase our operational efficiencies and our restructuring efforts may adversely affect our business.

During 2019, we initiated a restructuring of portions of our global workforce in an effort to simplify and streamline our organization, improve our cost structure and the operation of our overall businesses, and in February 2020, we announced our intention to pursue operating cost savings by further simplifying our organization, streamlining priorities and operating more efficiently.

We may not achieve our targeted operational cost savings, improvements and efficiencies, which could adversely impact our results of operations and financial condition.

In addition, implementing any restructuring plan presents significant potential risks that may impair our ability to achieve anticipated operating improvements and/or cost reductions.

These risks include, among others, higher than anticipated costs in implementing our restructuring plans, management distraction from ongoing business activities, failure to maintain adequate controls and procedures while executing our restructuring plans, damage to our reputation and brand image.

Additionally, as a result of restructuring initiatives, we may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency, adverse effects on employee morale and productivity, or our ability to attract and retain highly skilled employees.

Any of these consequences could adversely impact our business.

insurance and related products, anti-corruption, anti-trust and competition, economic and trade sanctions, tax, banking, data security, the provision of payment services and privacy.

Additionally, some jurisdictions have implemented or are considering implementing regulations that restrict or could restrict access to city centers and popular destinations as well as impact our ability to offer accommodations, such as by limiting the construction of new hotels or renting of alternative accommodations.

For example, on May 17, 2019, we entered into a settlement agreement with OFAC regarding 2,221 potentially non-compliant Cuba-related travel transactions that occurred between 2011-2014, which we voluntarily disclosed to OFAC in 2014.

In connection with the settlement agreement, we made significant enhancements to our economic sanctions compliance program and associated controls.

OFAC agreed to release us, without any finding of fault, from all civil liability in connection with the potential violations.

This has contributed to an

The payments may be substantial.

For example, in 2019, the IRS notified us of a proposed adjustment relating to transfer pricing with our foreign subsidiaries in connection with the examination of the 2011-2013 tax years.

Additionally, jurisdictions seeking to tax the same income may disagree and relief may not be available through competent authority or other mechanisms resulting in double taxation, multiple levels of taxation, or additional obligations, prospectively or retrospectively which could subject us to additional material tax, interest, and penalties.

obligated to provide this data.

Even with these precautions, however, it may be

Additionally, as part of our technology migration, we are becoming increasingly reliant upon Amazon Web Services as a single cloud computing infrastructure platform, and any disruption to our use of Amazon Web Services could negatively impact our business operations.

Furthermore, many other systems are not fully redundant and our disaster recovery or business continuity planning may not be sufficient.

We strive

Some U.S. states, including California, have passed comprehensive privacy legislation or are considering privacy legislation.

To the extent that leading or dominant search engines that have a significant presence in our key market use their leading or dominant positions to disintermediate online travel agencies or travel content providers by offering comprehensive travel planning, shopping or booking capabilities, or increasingly refer those leads directly to suppliers or other favored partners, increase the cost of traffic directed to our websites, or offer the ability to transact on their own website, there could be a material adverse impact on our business and financial performance.

technologies, such as metasearch and other search engine technologies, may force us to make changes to our business models, which could affect our financial performance and liquidity.

In addition, certain metasearch companies have added various forms of direct or assisted booking functionality to their sites.

Such concerns could result in a protracted decrease in demand for our travel services.

We are also

In addition, for existing and future payment options we offer to our customers, we may become subject to additional regulations and compliance requirements (including obligations to implement enhanced authentication processes that could result in significant costs and reduce the ease of use of our payments products), as well as fraud.

regulatory and tax landscapes) of each country into which we expand, could slow our growth.

The China travel market in particular is significant and has grown significantly in recent years.

Prior to May 2015, we conducted our operations in China primarily through our majority ownership interest in eLong, Inc., an online travel service provider in China.

Following the sale of our eLong ownership stake in May 2015 to a group of China-based purchasers, including to a subsidiary of Ctrip International, Ltd., we have conducted our consumer business in China through localized websites and commercial arrangements with local partners, including Ctrip.

There can be no guarantee that we will be able to grow or even maintain market share and brand awareness in the highly dynamic and intensely competitive market in China and our failure to do so could significantly impact our ability to grow our overall business.

In addition, we have in the past and may again in the future, restructure portions of our global workforce to simplify and streamline our organization, improve our cost structure and strengthen our overall businesses.

These changes could affect employee morale and productivity and be disruptive to our business and financial performance.

Unfavorable changes or

Our estimates of the financial impact of the Tax Act may change as we review our analysis and as additional guidance becomes available.

reporting (“CBCR”).

Following the OECD’s announcement, the European Commission published proposals for European Union (“EU”) member states to introduce a new digital services tax on the revenue of companies that provide certain digital services.

At present, there is limited guidance as to the applicability of these taxes to our business.

transactions, decrease our quality of service that we can offer to our customers, damage our reputation and brands, increase our costs and/or cause losses.

the collection and use of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices.

Four U.S. states, including California, passed comprehensive privacy legislation that will go into effect in beginning in 2019 or 2020, and 15 additional states are considering privacy legislation this legislative term.

Financial and Market Risks

We have increased and plan to continue increasing the scope and complexity of our foreign exchange risk management.

Mr. Diller currently effectively controls Expedia Group.

If Mr. Diller ceases to control the company, Liberty Expedia Holdings, Inc. may effectively control the company.

Subject to the terms of a Stockholders Agreement between Mr. Diller and Liberty Expedia Holdings, Mr. Diller holds an irrevocable proxy to vote shares of Expedia Group stock held by Liberty Expedia Holdings, which proxy has been assigned by Mr. Diller to Liberty Expedia Holdings until the earlier of May 4, 2019 or the occurrence of certain termination events.

By virtue of the agreements between Mr. Diller and Liberty Expedia Holdings and their respective holdings in Expedia Group, the voting power of an irrevocable proxy granted to Mr. Diller by John C.

Malone and Leslie Malone over their shares in Liberty Expedia Holdings and the governance arrangements at Liberty Expedia Holdings, during the period the assignment of the Diller Proxy and the proxy granted him by the Malones are in effect, Mr. Diller is effectively able to control the outcome of nearly all matters submitted to a vote or for the consent of our stockholders (other than with respect to the election by the holders of common stock of 25% of the members of our Board of Directors and matters as to which Delaware law requires a separate class vote).

Upon Mr. Diller’s permanent departure from Expedia Group, the irrevocable proxy would terminate and depending on the capitalization of Expedia Group at such time, Liberty Expedia Holdings could effectively control the voting

power of our capital stock.

As a result of their agreements and respective holdings in Expedia Group, Mr. Diller and Liberty Expedia Holdings may be deemed to share voting power over securities representing approximately 55% of the combined voting power of the outstanding Expedia Group capital stock as of December 31, 2018.

In addition, under a Governance Agreement among Mr. Diller, Liberty Expedia Holdings, Inc. and Expedia, Inc., as amended, each of Mr. Diller and Liberty Expedia Holdings generally has the right to consent to limited matters in the event that we incur debt such that our ratio of total debt to EBITDA, as defined in the Governance Agreement, equals or exceeds 8:1 over a continuous 12-month period.

We cannot assure you that Mr. Diller and Liberty Expedia Holdings will consent to any such matter at a time when we are highly leveraged, in which case we would not be able to engage in such transactions or take such actions.

As a result of Liberty Expedia Holdings’ ownership interests and voting power upon Mr. Diller’s permanent departure from Expedia Group, in the future Liberty Expedia Holdings may be in a position to control or influence such corporate actions.

On February 4, 2019, Expedia Group filed a Current Report on Form 8-K (the “Form 8-K”) reporting that Liberty Expedia Holdings and Mr. Diller filed an amended statement on Schedule 13D/A that included a description of discussions that had taken place between a member of Expedia Group management (as authorized by a special committee of disinterested directors formed by the Expedia Group Board of Directors) and a member of Liberty Expedia Holdings management (as authorized by a committee of the Board of Directors of Liberty Expedia Holdings composed of all of Liberty Expedia Holdings’ Series A common stock directors) regarding a potential business combination transaction in which the outstanding shares of Liberty Expedia Holdings’ Series A common stock and Series B common stock would be exchanged for newly issued shares of Expedia Group common stock.

The Form 8-K also described expectations regarding (i) the exchange, in connection with the consummation of any such transaction with Liberty Expedia Holdings, of Expedia Group common stock beneficially owned by Mr. Diller and a charitable foundation formed by Mr. Diller for shares of Expedia Group Class B common stock currently owned by Liberty Expedia Holdings, as would be permitted under certain circumstances by the governance and shareholder agreements relating to Expedia Group currently in effect and (ii) the entry, in connection with the consummation of any such transaction, into certain amendments to the Governance Agreement currently in effect relating to Mr. Diller’s ability to exchange for or purchase in the future additional shares of Expedia Group Class B common stock, as well as other governance arrangements and transfer restrictions.

[removed: Overview][added: Overview]

We help [removed: knock down] [added: reduce] the barriers to travel, making it easier, more enjoyable, more attainable and more accessible.

We make available, on a stand-alone and package basis, travel services provided by numerous lodging properties, airlines, car rental companies, [removed: destination service] [added: activities and experiences] providers, cruise lines, [removed: vacation rental] [added: alternative accommodations] property owners and managers, and other travel product and service companies.

[removed: Trends][added: Trends]

[removed: However,] [added: Additionally,] political instability, geopolitical conflicts, acts of terrorism, significant fluctuations in currency values, sovereign debt issues, natural [removed: disasters and] [added: disasters,] macroeconomic concerns [added: and particularly the impact of the 2019 Novel Coronavirus outbreak] are examples of events that contribute to a somewhat uncertain environment, which could have a negative impact on the travel industry in the future.

[removed: Online Travel][added: Online Travel]

According to Phocuswright, an independent travel, tourism and hospitality research firm, in [removed: 2019, over 45%] [added: 2020, approximately 50%] of U.S. and European leisure and unmanaged corporate travel expenditures are expected to occur online.

Online penetration rates in the emerging markets, such as Asia Pacific and Latin American regions, are lagging behind that of the United States and [removed: Europe, and are estimated to be in the range of 35% to 45% in 2019.][added: Europe.]

[removed: In addition to the growth of online travel agencies,] [added: Further,] airlines and lodging companies [added: are] aggressively [removed: pursued] [added: pursuing] direct online distribution of their products and services.

Businesses such as Airbnb, [removed: HomeAway (which] [added: Vrbo (previously HomeAway, which] Expedia [added: Group] acquired in December 2015) and Booking.com (owned by Booking Holdings) have emerged as the leaders, bringing incremental alternative accommodation and vacation rental inventory to the market.

Finally, traditional consumer [removed: eCommerce] [added: ecommerce] and group buying websites expanded their local offerings into the travel market by adding [removed: hotel offers to their websites.]

Expedia Group [removed: distributes] [added: facilitates] both merchant (Expedia Collect) and agency (Hotel Collect) hotel offerings [removed: for] [added: with] our hotel supply partners through both agency-only contracts as well as our hybrid ETP program, which offers travelers the choice of whether to pay Expedia Group at the time of booking or pay the hotel at the time of stay.

We manage our [removed: selling and] marketing spending on a brand basis, making decisions in each applicable market that we think are appropriate based on the relative growth opportunity and the expected returns and the competitive environment.

[removed: emerging] [added: In certain cases, particularly in many international] markets, we are pursuing and expect to continue to pursue long-term growth opportunities for which our marketing efficiency is less favorable than that for our consolidated business, but for which we still believe the opportunity to be attractive.

[removed: Lodging][added: Lodging]

As a percentage of our total worldwide revenue in [removed: 2018,] [added: 2019,] lodging accounted for [removed: 69%.][added: 70%.]

Our room night growth has been healthy, with room nights [removed: 32% in 2016 (excluding eLong),] [added: growing] 16% in [removed: 2017 and] [added: 2017,] 13% in [removed: 2018.][added: 2018, and 11% in 2019.]

ADRs for rooms booked on Expedia [removed: and HomeAway] [added: Group] websites increased [removed: 5% in 2016 (excluding eLong) due to the acquisition of HomeAway,] 3% in [removed: 2017 and] [added: 2017,] 5% in [removed: 2018.][added: 2018, and decreased 1% in 2019.]

[added: *Hotel.*] We generate the majority of our revenue through the facilitation of hotel reservations (stand-alone and package bookings).

Current occupancy rates for hotels in the United States remain [removed: high;] [added: high compared to historical levels;] however, U.S. hotel supply has continued to grow, which may put additional pressure on ADRs.

[removed: In addition,] [added: Further,] while the global lodging industry remains very fragmented, there has been consolidation in the hotel space among chains as well as ownership groups.

We have [removed: succeeded in adding] [added: continued to add] supply to our global lodging marketplace with [removed: more than one] [added: nearly 1.6] million properties on our global websites as of December 31, [removed: 2018,] [added: 2019,] including [removed: more than 370,000] [added: over 765,000] integrated [removed: HomeAway vacation rental] [added: Vrbo alternative accommodations] listings.

[added: *Alternative Accommodations.*] With our acquisition of [removed: HomeAway] [added: Vrbo (previously HomeAway)] and all of its brands in December 2015, we expanded into the fast growing alternative accommodations market.

[removed: HomeAway] [added: Vrbo] is a leader in this market and represents an attractive growth opportunity for Expedia Group.

[removed: HomeAway] [added: Vrbo] has been undergoing a transition from a listings-based classified advertising model to an online transactional model that optimizes for both travelers and homeowner and property manager partners, with a goal of increasing monetization and driving growth through investments in marketing as well as in product and technology.

[removed: HomeAway] [added: Vrbo] offers hosts subscription-based listing or pay-per-booking service models.

[removed: Air][added: Air]

Starting in the second half of 2018, there has been evidence of modest fare [removed: increases, though it remains unclear if this trend will continue.][added: increases.]

Ticket prices on Expedia Group websites declined [removed: 6% in 2016 (excluding eLong),] 1% in 2017, [removed: and] increased 2% in [removed: 2018.][added: 2018, and were flat in 2019.]

Based on airline reports, demand for airline tickets seems to be strong, helping increase air [removed: revenues] [added: revenue] globally.

There is significant correlation between airline [removed: revenues] [added: revenue] and fuel prices, and fluctuations in fuel prices generally take time to be reflected in air [removed: revenues.][added: revenue.]

[added: We could encounter] pressure on air remuneration as air carriers [removed: combine and as] [added: combine,] certain supply agreements renew, and [added: as we] continue to add airlines to ensure local coverage in new markets.

As a percentage of our total worldwide revenue in [removed: 2018,] [added: 2019,] air accounted for [removed: 8%.][added: 7%.]

[removed: Advertising] [added: Advertising] & [removed: Media][added: Media]

In [removed: 2018,] [added: 2019,] we generated a total of $1.1 billion of advertising and media revenue, a slight increase from [removed: 2017,] [added: 2018,] representing [removed: 10%] [added: 9%] of our total worldwide revenue.

[removed: Seasonality][added: Seasonality]

Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our [removed: vacation rental] [added: alternative accommodations] business.

Historically, [removed: HomeAway] [added: Vrbo] has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months.

The continued growth of our international operations, advertising business or a change in our product mix, including the growth of [removed: HomeAway,] [added: Vrbo,] may influence the typical trend of the seasonality in the future, and there may also be business or market driven dynamics that result in short-term impacts to revenue or profitability that differ from the typical seasonal trends.

As [removed: HomeAway] [added: Vrbo] has further shifted to a predominately transaction-based business model for [removed: vacation rental] [added: alternative accommodations] listings and [added: due to] its [added: elongated] booking [removed: window elongates,] [added: window,] its seasonal trends are more pronounced than our other traditional leisure businesses.

This section of this Form 10-K generally discusses the years ended December 31, 2019 and 2018 items and year over year comparisons between 2019 and 2018.

Discussions of the year ended December 31, 2017 items and the year over year comparisons between 2018 and 2017 that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

While 2019 has seen continued growth for the industry, it has been at a slower pace than in prior years.

With respect to the 2019 Novel Coronavirus outbreak specifically, we currently expect that our first quarter 2020 financial results will be negatively impacted, potentially to a material degree.

In addition, as of the time of this Annual Report on Form 10-K, we expect that the 2019 Novel Coronavirus will continue to negatively impact our businesses beyond the first quarter of 2020, but the extent and duration of such impacts over the longer term remain uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the coronavirus, the extent and effectiveness of containment actions taken, including mobility restrictions, and the impact of these and other factors on travel behavior.

In addition to the growth of online travel agencies, we see increased interest in the online travel industry from search engine companies such as Google, evidenced by continued product enhancements, including new trip planning features for users and the integration of its various travel products into the Google Travel offering, as well as further prioritizing its own products in search results.

hotel offers to their websites.

Lodging includes hotel accommodations and alternative accommodations.

The decrease in 2019 was primarily due to the negative impact of foreign exchange.

More recently, we have seen pressure on a local currency basis on ADRs, similar to the recent trends for hotel companies.

In addition, macroeconomic factors could also influence ADR trends.

In addition, the increase in alternative accommodations space could pressure hotel ADRs.

As of December 31, 2019, there are over 2.1 million online bookable listings available on Vrbo.

In addition, we have actively moved to integrate Vrbo listings into our global OTA services, as well as directly add

alternative accommodation listings to our offerings, to position our key global brands to offer a full range of lodging options for consumers.

The airline industry experienced more constrained supply, particularly in the second half of 2019, which was also a factor.

It remains unclear if this trend will continue.

Given current volatility, it is uncertain how fuel prices could impact airfares.

Air ticket volumes increased 4% in 2017, 5% in 2018, and 7% in 2019.

This trend continued in 2019.

*Goodwill*.

value of the cash flows that we expect the reporting units to generate in the future.

For those positions for which we conclude it is more likely than not it will be sustained, we recognize the

| • | *Pine Bluff, Arkansas Litigation.* On December 12, 2019, the Arkansas Supreme Court dismissed the defendant online travel companies' appeal from the trial court’s summary judgment decision as premature and remanded for further proceedings in the trial court. |

| • | *State of Mississippi Litigation.* On December 12, 2019, the Mississippi Supreme Court denied the defendant online travel companies’ petition for interlocutory review. A trial on damages issues is currently scheduled for June 2020. |

| • | *Miami Dade County, Florida Litigation.* The parties have reached a tentative settlement. |

| • | *Colorado Department of Revenue Tax Litigation.* The parties reached a settlement and the case was dismissed by the court on December 12, 2019, thereby ending the matter. |

In addition, in certain jurisdictions, we have entered into voluntary collection agreements pursuant to which we have agreed to voluntarily collect and remit taxes to state and/or local taxing jurisdictions.

Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites.

| Vrbo | 11,933 | | | | 11,449 | | | | 8,746 | | | | 4 | % | | 31 | % |

| Vrbo | 11.2 | | % | | 10.2 | | % | | 10.4 | | % | | | | | | |

| Vrbo | 1,340 | | | | 1,171 | | | | 906 | | | | 14 | % | | 29 | % |

| Corporate (Bodybuilding.com) | 58 | | | | — | | | | — | | | | N/A | | | N/A | |

| Total revenue | $ | 12,067 | | | $ | 11,223 | | | $ | 10,060 | | | 8 | % | | 12 | % |

Air revenue decreased 1% in 2019 on an 8% decrease in revenue per ticket, mostly offset by a 7% increase in air tickets sold.

The decrease in revenue per ticket was primarily related to changes in classification of certain fees, a shift in product mix and a negative impact from foreign exchange.

The increase in air tickets sold was driven by growth at Expedia Partner Solutions, largely related to enterprise deals launched in late 2018.

| | Year ended December 31, | | | | | | | | | | | | % Change | | | | |

| Vrbo | 1,340 | | | | 1,171 | | | | 906 | | | | 14 | % | | 29 | % |

| Total revenue | $ | 12,067 | | | $ | 11,223 | | | $ | 10,060 | | | 8 | % | | 12 | % |

Furthermore, we see increased interest in the online travel industry from search engine companies as evidenced by recent innovations including direct booking functionality and product enhancements by companies such as Google.

In certain cases, particularly in

Lodging includes hotel accommodations as well as alternative accommodations primarily made available through HomeAway.

Hotel.

Companies like Airbnb, HomeAway and Booking.com also added incremental global supply in the alternative accommodations space.

Alternative Accommodations.

As of December 31, 2018, there are over 1.8 million online bookable listings available on HomeAway, with over 370,000 listings also available through Expedia Group's other brands.

Given current volatility, it is uncertain whether the recent increases in fuel prices will drive further increases in airfares, particularly when considering planned supply increases through capacity additions.

We can encounter

Air ticket volumes increased 32% in 2016 (excluding eLong), primarily due to the acquisition of Orbitz, 4% in 2017, and 5% in 2018.

We expect that trend to continue in the first half of 2019.

| | |

| --- | --- |

Goodwill.

Definite-Lived Intangible Assets.

The Tax Act was enacted in December 2017 and the Tax Act significantly changed U.S. tax law by, among other things, lowering U.S. corporate income tax rates, implementing a territorial tax system and imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries.

The Tax Act reduced the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018.

The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and allows the registrant to record provisional amounts during a measurement period not to extend beyond one year of the enactment date.

We applied the guidance in SAB 118 when accounting for the enactment date effects of the Tax Act in 2017 and throughout 2018.

At

December 31, 2017, we had not completed our accounting for all of the enactment date income tax effects of the Tax Act under Accounting Standards Codification 740, Income Taxes, for the following aspects: one-time transition tax and revaluation of deferred tax balances.

As of December 31, 2018, we have now completed our accounting for all of the enactment date income tax effects of the Tax Act.

Based on our final analysis, changes in our estimates during 2018 relating to the one-time transition tax and revaluation of deferred tax balances were immaterial.

The Tax Act created a new requirement that global intangible low-taxed income (“GILTI”) earned by our foreign subsidiaries must be included in gross U.S. taxable income which we account for in the period incurred (the "period cost method").

The

In addition, we classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time.

Such options are revalued at the end of each reporting period and upon settlement our total compensation expense recorded from grant date to settlement date will equal the settlement amount.

| • | Jefferson Parish, Louisiana Litigation. On January 2, 2019, Jefferson Parish, Louisiana filed a lawsuit in Louisiana state court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia, alleging claims for declaratory judgment, violation of state and local tax laws, unfair trade practices, breach of fiduciary duty and imposition of a constructive trust. |

| • | Palm Beach County, Florida Litigation. On January 23, 2019, the court granted defendants’ motion for summary judgment, concluding that the defendants are not responsible for tourist development taxes. |

| • | Miami Dade County, Florida Litigation. On October 30, 2018, Miami-Dade County, Florida filed a lawsuit in Florida state court against HomeAway and Expedia for a declaratory judgment and supplemental relief claiming that HomeAway is obligated to collect and remit transient rental taxes imposed by Miami-Dade County. |

| • | Broward County, Florida Litigation. On January 11, 2019, Broward County, Florida filed a lawsuit in Florida state court against HomeAway for a declaratory judgment and supplemental relief claiming that HomeAway is obligated to collect and remit tourist development taxes imposed by Broward County and also seeking enforcement of a subpoena. |

| • | Colorado Department of Revenue Tax Litigation. On January 11, 2019, a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz filed a complaint in Colorado state court appealing tax assessments for state and state-collected local taxes issued by the Colorado Department of Revenue. |

| • | Palm Beach County, Florida Litigation (Ordinance Tax Amendments Challenge). On November 20, 2018, HomeAway filed a lawsuit in Florida state court seeking a declaratory judgment and injunctive relief against Palm Beach County, Florida and its Tax Collector in connection with recently enacted amendments to the County’s tax ordinance. |

| HomeAway | 11,449 | | | | 8,746 | | | | 5,980 | | | | 31 | % | | 46 | % |

| HomeAway | 10.2 | | % | | 10.4 | | % | | 11.5 | | % | | | | | | |

| HomeAway | 1,171 | | | | 906 | | | | 689 | | | | 29 | % | | 32 | % |

In 2017, revenue increased primarily driven by growth in the Core OTA segment, including growth at Brand Expedia and Expedia Partner Solutions, as well as growth at HomeAway and trivago.

Lodging revenue increased 14% in 2017 primarily due to a 16% increase in room nights stayed driven by growth in Brand Expedia, HomeAway and Expedia Partner Solutions, partially offset by a 2% decline in revenue per room night.

Worldwide air revenue increased 12% in 2018 due to a 5% increase in air tickets sold as well as a 7% increase in revenue per ticket.

Air revenue growth for 2018 included an approximately 3% benefit due to an accounting change related to classification of certain fees, which were previously recorded as contra-revenue but now classified as cost of revenue with no net impact to operating income.

[removed: Market] [added: Market] Risk [removed: Management][added: Management]

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

The fair values of our 5.95% Notes, 2.5% Notes, 4.5% Notes, 5.0% [removed: Notes and] [added: Notes,] 3.8% [added: Notes, and 3.25%] Notes were approximately [removed: $778] [added: $767] million, [removed: $771] [added: $764] million, [removed: $504] [added: $536] million, [removed: $760 million] [added: $825 million, $1.02 billion, $1.21 billion] and [removed: $915 million] as of December 31, [removed: 2018] [added: 2019] as calculated based on quoted market prices in less active markets at year end.

A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our 5.95% Notes by approximately [removed: $6] [added: $2] million, our 2.5% Notes by approximately [removed: $12] [added: $8] million, our 4.5% Notes by approximately [removed: $12] [added: $11] million, our 5.0% Notes by approximately [removed: $22 million and] [added: $21 million,] our 3.8% Notes by approximately $35 [added: million and our 3.25% Notes by approximately $51] million.

As of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] we had no revolving credit facility borrowings outstanding.

We did not experience any significant impact from changes in interest rates for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] or [removed: 2016.][added: 2017.]

[removed: Foreign] [added: Foreign] Exchange [removed: Risk][added: Risk]

As of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] we had a net forward [removed: asset] [added: liability] of [removed: $22] [added: $8] million [added: included in accrued expenses] and [removed: $6] [added: other current liabilities and a net forward asset of $22] million included in prepaid expenses and other current assets.

As an example, if the foreign currencies in which we hold net asset balances were to all weaken 10% against the U.S. dollar and foreign currencies in which we hold net liability balances were to all strengthen 10% against the U.S. dollar, we would recognize foreign exchange losses of approximately [removed: $23] [added: $29] million based on our foreign currency forward positions (including the impact of forward positions economically hedging our merchant revenue exposures) and the net asset or liability balances of our foreign denominated cash and cash equivalents, accounts receivable, deferred merchant bookings [removed: and merchant accounts payable balances as of December 31, 2018.]

[added: As the net composition of these balances fluctuate] frequently, even daily, as do foreign exchange rates, the example loss could be compounded or reduced significantly within a given period.

During [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] we recorded net foreign exchange rate [removed: gains] [added: losses] of approximately [removed: $3] [added: $34] million [removed: ($38] [added: ($34] million loss excluding the contracts economically hedging our forecasted merchant revenue), net foreign exchange rate [removed: losses] [added: gains] of approximately [removed: $46] [added: $3] million [removed: ($40] [added: ($38] million loss excluding the contracts economically hedging our forecasted merchant revenue) and net foreign exchange rate losses of approximately [removed: $15] [added: $46] million [removed: ($30] [added: ($40] million loss excluding the contracts economically hedging our forecasted merchant revenue).

In September 2019, we issued $1.25 billion of senior unsecured notes with a fixed rate of 3.25%.

and merchant accounts payable balances as of December 31, 2019.

As the net composition of these balances fluctuate

We refer to Expedia Group, Inc. and its subsidiaries [removed: (formerly "Expedia, Inc.")] collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in this Annual Report on Form 10-K.

[removed: Forward-Looking Statements][added: Forward-Looking Statements]

The use of words such as [added: “seek,” “opportunity,” “foreseeable,” “strategy,” “may,” “depends,” “could,”] “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements.

[removed: Management Overview][added: Management Overview]

[removed: General] [added: General] Description of our [removed: Business][added: Business]

We seek to grow our business through a dynamic portfolio of travel brands, including our majority-owned [removed: subsidiaries] [added: subsidiaries,] that feature [removed: the world’s broadest] [added: a broad multi-product] supply portfolio — with [removed: more than one] [added: nearly 1.6] million properties, including [removed: more than 370,000] [added: over 765,000] of [removed: HomeAway's] [added: Vrbo's] over [removed: 1.8] [added: 2.1] million online bookable [removed: vacation rental] [added: alternative accommodations] listings, in 200 countries and territories, over 500 airlines, packages, rental cars, cruises, insurance, as well as [removed: destination services] [added: activities] and [removed: activities.][added: experiences.]

In addition, our advertising and media businesses help other businesses, primarily travel providers, reach a large [added: multi-platform] audience of travelers around the globe.

| • | Expedia.com®, a leading full service online travel [removed: company] [added: brand] with localized websites in over [removed: 30] [added: 40] countries; |

| • | Expedia® Partner Solutions, a global business-to-business ("B2B") brand that powers [removed: the hotel business of] [added: travel offerings for] hundreds of leading [removed: airlines,] [added: airlines and hotels, online and offline] travel agencies, loyalty and corporate travel companies plus several top consumer brands through its API and template solutions; |

| • | trivago®, a leading online hotel metasearch platform with websites in [removed: 55] [added: 54] countries worldwide; |

[removed: | • | HomeAway®, a global] [added: *Vrbo.* Vrbo (previously HomeAway), operates an] online marketplace for the alternative accommodations [removed: industry, which also includes the VRBO brand, among others; |][added: industry.]

| • | [removed: Orbitz®] [added: Orbitz®, Travelocity®,] and CheapTickets®, leading U.S. travel websites, as well as ebookers®, a full-service travel brand with websites in seven European countries; |

| • | Hotwire®, a leading online travel website offering [added: great deals for] spontaneous travel through [added: its] Hot Rate® [removed: deals;] [added: offer;] |

[removed: | • |] [added: *Wotif Group.*] Wotif [removed: Group,] [added: Group is] a leading [removed: portfolio of] [added: Australian online] travel [added: company, comprised of the Wotif.com, lastminute.com.au and travel.com.au] brands [removed: including Wotif.com®, Wotif.co.nz, lastminute.com.au®, lastminute.co.nz] [added: in Australia,] and [removed: travel.com.au®; |][added: Wotif.co.nz and lastminute.co.nz in New Zealand.]

| • | Expedia® Group Media Solutions, the advertising [removed: sales] division of Expedia Group that builds creative media partnerships and [removed: enables brand advertisers to target a highly-qualified audience of travel consumers;] [added: digital marketing solutions;] |

| • | Expedia Local Expert®, a provider of online and in-market concierge services, activities, experiences and ground transportation in over [removed: 2,000] [added: 7,000] destinations worldwide; |

| • | Expedia® CruiseShipCenters®, a provider of exceptional value and expert advice for travelers booking cruises and vacations through its network of more than [removed: 270] [added: 290] retail travel agency franchises across North America; and |

| • | SilverRail Technologies, Inc., provider of a global rail retail and distribution platform connecting rail carriers and suppliers to [removed: both] online and offline travel distributors. |

[removed: Equity] [added: Equity] Ownership and Voting [removed: Control][added: Control]

As of December 31, [removed: 2018,] [added: 2019,] there were [removed: 134,334,400] [added: 137,075,799] shares of Expedia Group common stock and [removed: 12,799,999] [added: 5,523,452] shares of Expedia Class B common stock outstanding.

[removed: Market] [added: Market] Opportunity & Business [removed: Strategy][added: Strategy]

Expedia Group is one of the world’s largest online travel companies, yet our gross bookings represent [removed: only about 6%] [added: a single-digit percentage] of total worldwide travel spending.

Phocuswright estimates global travel [removed: spending] [added: spending, inclusive of alternative accommodations] at approximately [removed: $1.7] [added: $1.9] trillion in [removed: 2018,] [added: 2020,] with an increasing share booked through online channels each year.

Our primary growth drivers are global expansion, including of our supply portfolio, technology and product innovation, and [removed: new channel] [added: continued] penetration [removed: and expansion.][added: into emerging channels such as mobile applications.]

[removed: Portfolio] [added: Portfolio] of [removed: Brands][added: Brands]

[removed: We] [added: In addition, we] know that consumers typically visit multiple travel websites prior to booking travel, and having a multi-brand strategy increases the likelihood that those consumers will visit one or more of our websites.

[removed: For example, Hotwire finds deep] discount deals for the budget-minded travel shopper while our Classic Vacations brand targets high-end, luxury travelers.

Brand Expedia spans the widest swath of potential customers with multi-product travel options across a broad value spectrum, while our Hotels.com brand focuses specifically on a hotel [removed: only] product offering.

[removed: A] [added: *Brand Expedia.* Brand Expedia is a] leading full-service online travel brand with localized websites in over [removed: 30] [added: 40] countries covering [removed: 18] [added: 27] languages offering a wide selection of travel products and services.

Through an award-winning mobile app and Expedia-branded websites, travelers have access to the latest technology [removed: that delivers] [added: to manage all aspects of their trips, including] airline tickets, lodging, car rentals, cruises, insurance and other travel needs, such as airport transfers, tickets to attractions and tours, from hundreds of thousands of suppliers, on both a standalone and package basis.

Across the more than 20 years that [added: Brand] Expedia has been helping people travel with confidence and ease, the [removed: company] [added: Company] has learned that travelers benefit when [added: Brand] Expedia continually improves and optimizes its offering, to ensure that travelers the world over can book the trip they need, in the manner they choose, at any point and save.

That commitment has propelled [added: Brand] Expedia to a leadership position within travel, and ensures that [added: Brand] Expedia can continue to help millions of travelers experience the world.

[added: *Hotels.com.*] Hotels.com focuses entirely on marketing and distributing lodging accommodations.

[added: *Expedia Partner Solutions.*] Expedia Partner Solutions is the [removed: purely] partner-focused arm of Expedia Group.

Expedia Partner Solutions partners with businesses [added: in over 70 countries] across a wide range of verticals including [removed: loyalty programs,] [added: corporate travel management, financial institutions,] airlines, travel agents and online retailers who remarket Expedia [removed: Partner Solutions' accommodation] [added: Group] rates and availabilities to their travelers.

[removed: Partners] [added: Expedia Partner Solutions' partners] can access [removed: its accommodations] [added: Expedia Group supply] in the way that best suits their business, whether that is a fully customizable environment through Expedia Partner [removed: Solutions'] [added: Solutions’] API, [removed: Rapid; an ‘off-the-shelf,’ white-label] [added: *Rapid;* one of Expedia Partner Solutions’ white label] or co-branded [removed: online] [added: ecommerce] template [removed: solution Hotels.com] [added: solutions *Hotels.com] for [removed: partners;] [added: partners*;] or [added: *Expedia.com for partners;* or] a powerful agent [added: booking] tool, [removed: Expedia TAAP.][added: *Expedia TAAP*.]

[added: *trivago.*] trivago is our majority-owned hotel metasearch company, based in Dusseldorf, Germany.

The online platform gives travelers access to price comparisons from more than 400 booking websites for over [removed: 3.0] [added: 4.5] million hotels and other accommodations, including over [removed: 1.5] [added: 3.3] million units of alternative accommodations, in over 190 countries.

Officially launched in 2005, trivago is a leading global brand in hotel search and can be accessed worldwide via [removed: 55] [added: 54] localized websites and apps in [removed: 33][added: 32 languages.]

The [removed: HomeAway] [added: Vrbo] portfolio includes the vacation rental [removed: websites HomeAway,] [added: website Vrbo,] which operates [removed: 55] localized websites around the world, and [removed: VRBO.][added: HomeAway.]

| • | Vrbo®, a global online marketplace with a focus on offering unique lodging options for families; |

| • | Wotif Group, a leading portfolio of travel brands in Australia and New Zealand; |

As of December 31, 2019, Mr. Diller and The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the “Family Foundation”), on whose board of directors Mr. Diller and certain of his family members serve as directors, collectively owned 100% of Expedia Group’s outstanding Class B common stock (or, assuming conversion of all shares of Class B common stock into shares of common stock, collectively owned approximately 9% of Expedia Group’s outstanding common stock), representing approximately 29% of the total voting power of all shares of Expedia Group common stock and Class B common stock outstanding.

Mr. Diller and the Family Foundation acquired the 5,523,452 shares of Expedia Class B common stock they currently own (the “Original Shares”) pursuant to an exchange (the “Exchange”) of the same number of shares of Expedia Group common stock with Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”) in connection with Expedia Group’s acquisition of Liberty Expedia Holdings on July 26, 2019.

In addition, pursuant to the Second Amended and Restated Governance Agreement between Expedia Group and Mr. Diller dated as of April 15, 2019 (the “New Governance Agreement”), Mr. Diller has the right (the “Purchase/Exchange Right”), from time to time until April 26, 2020, to acquire up to 7,276,547 shares of Expedia Group Class B common stock by (1) exchange with Expedia Group (or its wholly owned subsidiary) for an equivalent number of shares of Expedia Group common stock or (2) purchase from Expedia Group (or its wholly owned subsidiary) at a price per share equal to the average closing price of Expedia Group common stock for the five trading days immediately preceding notice of exercise (any shares acquired pursuant to the Purchase/Exchange Right, the “Additional Shares”).

As a result of Mr. Diller’s ownership interests and voting power, and the governance arrangements between Mr. Diller and Expedia Group, Mr. Diller is in a position to influence, and potentially control, significant corporate actions, including corporate transactions such as mergers, business combinations or dispositions of assets.

We have built, and continue to build, a broad and deep supply portfolio.

Our multi-brand strategy allows us to tailor offerings to target different types of consumers and travel needs, employ different business models and address different markets, among other benefits.

For example, Hotwire finds deep

*Orbitz, CheapTickets, ebookers.* The Orbitz portfolio of brands includes Orbitz, CheapTickets and ebookers.

Wotif.com launched in 2000, revolutionizing the way Australians plan and book travel and today, with millions of verified accommodation reviews from Australian and New Zealand travelers, Wotif continues to provide travelers with great value deals on accommodation, flights, car hire, cruise and activities both at home and overseas.

Having been in the Australian market for over two decades, Wotif is the go-to for local travel and is committed to supporting the Australian tourism industry, destination marketing organizations and tourism operators to help attract tourists to their region.

*Classic Vacations.* Classic offers a full line of accommodations, from mid-tier to luxury (including suites, villas and residences), competitive pricing, first class and private transportation options and unique tours and experiences in Asia, Australia, Canada, Caribbean, Costa Rica, Dubai, Europe, Fiji, Hawaii, Mainland United States, Maldives, Mexico, New Zealand, Oman, Seychelles, Tahiti and the United Arab Emirates.

Travel advisors have always relied on Classic to help create exceptional travel experiences for their clients.

*Expedia CruiseShipCenters*.

Our strategy includes focus on expanding our global reach, and our goal is to continue to increase our mix of international revenue as we execute on our global expansion plans.

More recently, we have invested

Travelers typically select packages based on the total package price or by purchasing one product and receiving a discounted price to attach additional products.

The use of the merchant travel components in packages and

Affiliate partners can also make

Our call centers are located in several countries throughout the world.

In addition, we have continued to invest in technologies to provide automation powered by artificial intelligence, self-service capabilities and online customer service options to our customers through our websites and apps.

For example, the California Consumer Privacy Act (CCPA) came into force in January 2020, which applies enhanced data protection requirements in the State of California similar to those that have existed since 2018 under the European Union's General Data Protection Regulation (GDPR).

In addition,

| | |

| --- | --- |

| • | Travelocity®, a leading online travel brand in the United States and Canada; |

As of December 31, 2018, Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”), through its wholly-owned subsidiaries, held approximately 8% of Expedia Group’s outstanding common stock and 100% of Expedia Group’s outstanding Class B common stock (or, assuming conversion of all shares of Class B common stock into shares of common stock, held 16% of Expedia Group’s outstanding common stock).

Barry Diller, Chairman and Senior Executive of Expedia Group holds an irrevocable proxy granted by Liberty Expedia Holdings, pursuant to which Mr. Diller has the right to vote the Expedia Group securities held by Liberty Expedia Holdings and its subsidiaries (the “Diller Proxy”), which proxy has been assigned by Mr. Diller to Liberty Expedia Holdings until the earlier of May 4, 2019 or the occurrence of certain termination events.

As of December 31, 2018, as a result of their agreements and respective holdings in Expedia Group, Mr. Diller and Liberty Expedia Holdings may be deemed to share voting power over securities representing approximately 55% of the combined voting power of the outstanding Expedia Group capital stock.

By virtue of the voting power of an irrevocable proxy granted to Mr. Diller by John C.

Malone and Leslie Malone over their shares in Liberty Expedia Holdings and the governance arrangements at Liberty Expedia Holdings, during the period the assignment of the Diller Proxy and the proxy granted him by the Malones are in effect, Mr. Diller is effectively able to control the outcome of nearly all matters submitted to a vote or for the consent of Expedia Group’s stockholders (other than with respect to the election by the Expedia Group common stockholders of 25% of the members of Expedia Group’s Board of Directors and certain matters as to which a separate class vote of the holders of Expedia Group common stock or Expedia Group preferred stock is required under Delaware law).

Upon the termination or expiration of the assignment of the Diller Proxy (unless the Diller Proxy itself has terminated), Mr. Diller will continue to be able to control the outcome of such matters.

In addition, pursuant to the Amended and Restated Governance Agreement, dated as of December 20, 2011, as amended, among Expedia Group, Liberty Expedia Holdings and Mr. Diller, each of Mr. Diller and Liberty Expedia Holdings generally has the right to consent to certain significant corporate actions in the event that Expedia Group or any of its subsidiaries incurs any new obligations for borrowed money within the definition of “total debt” set forth in the Governance Agreement for as long as Expedia Group’s ratio of total debt to EBITDA, as defined therein, equals or exceeds eight to one.

On February 4, 2019, Expedia Group filed a Current Report on Form 8-K (the “Form 8-K”) reporting that Liberty Expedia Holdings and Mr. Diller filed an amended statement on Schedule 13D/A that included a description of discussions that had taken place between a member of Expedia Group management (as authorized by a special committee of disinterested directors formed by the Expedia Group Board of Directors) and a member of Liberty Expedia Holdings management (as authorized by a committee of the Board of Directors of Liberty Expedia Holdings composed of all of Liberty Expedia Holdings’ Series A common stock directors) regarding a potential business combination transaction in which the outstanding shares of Liberty Expedia Holdings’ Series A common stock and Series B common stock would be exchanged for newly issued shares of Expedia Group common stock.

The Form 8-K also described expectations regarding (i) the exchange, in connection with the consummation of any such transaction with Liberty Expedia Holdings, of Expedia Group common stock beneficially owned by Mr. Diller and a charitable foundation formed by Mr. Diller for shares of Expedia Group Class B common stock currently owned by Liberty Expedia Holdings, as would be permitted under certain circumstances by the governance and shareholder agreements relating to Expedia Group currently in effect and (ii) the entry, in connection with the consummation of any such transaction, into certain amendments to the Governance Agreement currently in effect relating to Mr. Diller’s ability

to exchange for or purchase in the future additional shares of Expedia Group Class B common stock, as well as other governance arrangements and transfer restrictions.

We have built, and continue to build, a broad and deep supply portfolio which today includes more than one million properties, including over 370,000 of HomeAway's over 1.8 million online bookable vacation rental listings, over 500 airlines and numerous car rental companies, cruise companies and other travel suppliers.

In addition, our brands tailor their product offerings and websites to particular traveler demographics.

Brand Expedia.

Hotels.com.

Because of its single product offering, Hotels.com is often our first entry point into a region allowing us to evaluate the market opportunity prior to adding additional brands and product offerings.

Expedia Partner Solutions.

trivago.

languages.

HomeAway.

In December 2015, we acquired HomeAway, which operates an online marketplace for the alternative accommodations industry.

Egencia.

Orbitz, CheapTickets, ebookers.

In September 2015, we acquired Orbitz Worldwide, Inc., including all of its assets and portfolio brands, including Orbitz, CheapTickets and ebookers.

Travelocity.

Hotwire.

Wotif Group.

Wotif Group is a leading Australian online travel company, comprised of the Wotif.com, lastminute.com.au and travel.com.au brands in Australia, and Wotif.co.nz and lastminute.co.nz in New Zealand.

Wotif.com launched in 2000, and was listed on the Australian Securities Exchange in June 2006 as Wotif.com Holdings Limited, under the ASX code “WTF,” prior to being acquired by Expedia in 2014.

CarRentals.com.

Classic Vacations.

Classic Vacations offers individually tailored vacations primarily through a national network of third-party retail travel agents.

Classic delivers a full line of premium vacation packages — air, hotels, car rentals, activities, cruises and private transportation — to create customized luxury vacations in Hawaii, the Caribbean, Mexico, Costa Rica, Europe, Australia, New Zealand, Fiji, Maldives, Dubai, Seychelles and Tahiti.

Expedia Local Expert.

Expedia CruiseShipCenters.

recognized as a top seller with every major cruise line and is consistently ranked as a top-rated franchise organization year after year.

Global Expansion.

Officially launched in 2005, trivago is one of the best known travel brands in Europe and North America.

In the ordinary course of business, Expedia Group and its subsidiaries are parties to legal proceedings and claims involving property, personal injury, contract, alleged infringement of third-party intellectual property [removed: rights] [added: rights, antitrust, consumer protection, securities laws] and other claims.

[removed: Litigation] [added: Litigation] Relating to Occupancy and Other [removed: Taxes][added: Taxes]

A number of jurisdictions in the United States have filed lawsuits against online travel companies, including Expedia Group companies such as Hotels.com, Expedia, Hotwire, Orbitz and [removed: HomeAway,] [added: Vrbo,] claiming that such travel companies have failed to collect and/or pay taxes (e.g., occupancy taxes, business privilege taxes, excise taxes, sales taxes, etc.), as well as related claims such as unjust enrichment, restitution, conversion and violation of consumer protection statutes and seeking monetary [removed: (including tax, interest, and penalties) and/or declaratory relief.]

[removed: Actions] [added: Actions] Filed by Individual States, Cities and [removed: Counties][added: Counties]

[added: *City of San Antonio, Texas Litigation.*] On [removed: December 30, 2004,] [added: May 8, 2006,] the city of [removed: Los Angeles] [added: San Antonio] filed a [removed: purported] [added: putative statewide] class action in [removed: California state] [added: federal] court against a number of online travel companies, including [removed: Hotels.com,] Expedia, [removed: Hotwire] [added: Hotels.com, Hotwire,] and Orbitz, alleging that the defendants failed to pay hotel [removed: occupancy taxes.][added: accommodations taxes as required by municipal ordinance.]

[added: *Nassau County, New York Litigation.*] On [removed: May 8,] [added: October 24,] 2006, the [removed: city] [added: county] of [removed: San Antonio] [added: Nassau, New York] filed a putative statewide class action in federal court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, and [removed: Orbitz.][added: Orbitz, which was subsequently dismissed and refiled in state court.]

On October 30, 2009, a jury verdict was entered finding that [added: the] defendant online travel companies “control hotels,” and awarding approximately $15 million for historical damages against the Expedia Group companies.

On April 11, 2016, the court entered an amended judgment including approximately $68 million in tax, interest and penalty amounts for the Expedia Group companies, [added: including Orbitz, and the defendants appealed.]

The district court entered final judgment in favor of the defendant online travel companies on March 28, 2018, and the defendants submitted their request for an award of reimbursable [removed: costs, which remains pending.][added: costs.]

[added: *Pine Bluff, Arkansas Litigation.*] On September 25, 2009, Pine Bluff Advertising and Promotion Commission and Jefferson County filed a class action against a number of online travel companies, including Expedia, Hotels.com, Hotwire and [removed: Orbitz] [added: Orbitz,] alleging that defendants failed to collect and/or pay taxes under hotel [removed: tax] occupancy [added: tax] ordinances.

Defendants [removed: appealed] [added: appealed,] and the plaintiffs filed a motion to dismiss the appeal as premature.

The motion [removed: and appeal remain] [added: remains] pending.

[added: *State of Mississippi Litigation.*] On [removed: July 25,] [added: December 29,] 2011, the [removed: Town] [added: State] of [removed: Breckenridge, Colorado] [added: Mississippi] brought suit [removed: on behalf of itself and other home rule municipalities] against a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz.

[removed: The] [added: That] appeal remains pending.

The parties filed cross motions for [added: partial] summary judgment [removed: and] [added: and, on July 2, 2019,] the [added: trial] court [removed: heard argument on February 4, 2019.][added: granted the State of Mississippi’s motion and denied the defendant's motion.]

The [removed: New Hampshire Supreme Court] [added: district court] heard argument on [removed: the appeal] [added: plaintiff’s motion for class certification] on [removed: January 10, 2019] [added: October 16, 2019,] and the parties await a ruling.

[added: *Arizona Cities Litigation.*] Tax assessments were issued in 2013 by 12 Arizona cities (Apache Junction, Chandler, Flagstaff, Glendale, Mesa, Nogales, Peoria, Phoenix, Prescott, Scottsdale, Tempe and Tucson) against a group of online travel companies including Expedia, Hotels.com, Hotwire and Orbitz.

The online travel companies protested and petitioned for [removed: redetermination of the assessments.]

On May 28, 2014, the Municipal Tax Hearing Officer granted the online travel companies' [added: protests and ordered the cities to abate the assessments.]

[removed: On April 20, 2016,] [added: The cities appealed to] the Arizona Tax [removed: Court] [added: Court, which] granted the cities' motion for summary judgment in part and denied it in [removed: part.][added: part on April 20, 2016.]

The parties filed cross [removed: appeals] [added: appeals,] and, on September 6, 2018, the Arizona Court of Appeals affirmed in part and reversed in part the Arizona Tax Court’s decision.

[removed: State] [added: *State] of Louisiana/City of New Orleans [removed: Litigation.][added: Litigation*.]

[removed: Jefferson] [added: *Jefferson] Parish, Louisiana [removed: Litigation.][added: Litigation*.]

In addition, [removed: HomeAway] [added: Vrbo] is a party in the following proceedings:

[added: *Palm Beach, Florida Litigation.*] On January 13, 2014, Palm Beach County, Florida filed a lawsuit in Florida state court against HomeAway and other vacation rental listing businesses seeking tourist development taxes imposed by Palm Beach County.

[added: *Miami Dade County, Florida Litigation.*] On October 30, 2018, Miami-Dade County, Florida filed a lawsuit in Florida state court against HomeAway and Expedia for a declaratory judgment and supplemental relief.

On [removed: January 11,] [added: April 29,] 2019, defendants filed a motion to [removed: dismiss, which remains pending.][added: dismiss that complaint.]

[added: *Broward County, Florida Litigation.*] On January 11, 2019, Broward County, Florida filed a lawsuit in Florida state court against HomeAway for a declaratory judgment and supplemental relief.

[removed: Notices] [added: Notices] of Audit or Tax [removed: Assessments][added: Assessments]

At various times, the Company has also received notices of audit, or tax assessments from over [removed: 15] [added: 20] states or counties and over 80 municipalities concerning its possible obligations with respect to state and local occupancy or other taxes.

[removed: Actions] [added: Actions] Filed by Expedia [removed: Group][added: Group]

[added: *Colorado Department of Revenue Tax Litigation.*] On January 11, 2019, a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz filed a complaint in Colorado state court appealing a final determination issued by the Executive Director of the Colorado Department of Revenue upholding tax assessments for state and state-collected local [removed: taxes against the companies.]

The complaint [removed: seeks] [added: sought] cancellation of the assessments in whole or in part.

[removed: Non-Tax] [added: Non-Tax] Litigation and Other Legal [removed: Proceedings][added: Proceedings]

[removed: Putative] [added: Putative] Class Action [removed: Litigation][added: Litigation]

[added: *Buckeye Tree Lodge Lawsuit.*] On August 17, 2016, a putative class action lawsuit was filed in federal district court in the Northern District of California against Expedia, Hotels.com, Orbitz, Expedia Australia Investments Pty Ltd. and trivago relating to alleged false advertising.

The cases were [removed: consolidated] [added: consolidated,] and an amended consolidated complaint was filed (which did not name trivago as a defendant).

[removed: Israeli] [added: *Israeli] Putative Class Action Lawsuit [removed: (Silis).][added: (Silis)*.]

[removed: Israeli] [added: *Israeli] Putative Class Action Lawsuit [removed: (Ze’ev).][added: (Ze’ev)*.]

[removed: Cases] [added: *Cases] against HomeAway.com, [removed: Inc.] [added: Inc.*] On March 15, 2016, a putative class action suit was filed in federal district court in Texas against HomeAway.com, Inc. related to its implementation of a service fee.

(including tax, interest, and penalties) and/or declaratory relief.

On June 26, 2019, the district court granted in part the defendants’ request, awarding the defendants approximately $2.25 million in reimbursable costs.

On July 26, 2019, plaintiffs filed a notice of appeal from a portion of that decision.

On December 12, 2019, the Arkansas Supreme Court dismissed the appeal as premature and remanded for further proceedings in the trial court.

On July 23, 2019, defendants filed a petition for interlocutory review of the trial court’s partial summary judgment decision, which was denied by the Mississippi Supreme Court on December 12, 2019.

On July 30, 2019, defendants filed a motion to stay further proceedings in the trial court, which the trial court denied on October 1, 2019.

On October 4, 2019, defendants filed a motion to stay the trial court proceedings with the Mississippi Supreme Court, which that Court dismissed as moot after denying defendants’ petition for interlocutory appeal.

The trial court has scheduled a trial on damages issues for June 2020.

redetermination of the assessments.

The Arizona Supreme Court accepted review and, on September 9, 2019, issued a decision affirming in part, reversing in part and remanding the case for further proceedings.

On June 24, 2019, the plaintiffs filed a motion for partial summary judgment, which the defendants will oppose.

On August 23, 2019, the city of Baton Rouge and the Parish of East Baton Rouge filed a petition to intervene in the lawsuit, which the court granted on September 9, 2019.

On August 27, 2019, a Special Master was assigned to the case.

On November 1, 2019, St. Tammany Parrish filed a motion to intervene in the lawsuit, which the court granted on January 2, 2020.

On December 23, 2019, the Lafayette Parish School System, the Rapides Parish Police Jury, the Bossier City-Parish Sales and Use Tax Division; the city of Monroe and the Caddo-Shreveport Sales and Use Tax Commission filed a motion for leave to intervene, which the court granted on January 24, 2020.

On December 26, 2019, Calcasieu Parish Sales and Use Tax Department also filed a motion for leave to intervene.

Defendants have not been served with that motion, and it is not currently set for hearing.

On March 22, 2019, the defendant online travel companies filed a motion for judgment on the pleadings seeking dismissal of plaintiff’s common law and unfair trade practices claims.

On June 12, 2019, the court granted the motion in part and denied the motion in part.

On February 26, 2019, the plaintiff filed a notice of appeal.

The Court of Appeals heard argument on the appeal on February 4, 2020.

On January 11, 2019, defendants filed a motion to dismiss, which the court granted in part and denied in part on March 19, 2019.

On March 29, 2019, the plaintiff county filed an amended complaint.

On June 17, 2019, the court granted the motion in part and denied the motion in part.

On June 18, 2019, the plaintiffs filed a second amended complaint.

Defendants filed a partial motion to dismiss that complaint on July 12, 2019.

The parties have reached a tentative settlement agreement.

On March 1, 2019, HomeAway filed a motion to dismiss; thereafter, on March 8, 2019, plaintiff filed an amended complaint.

The case is currently stayed through March 31, 2020.

taxes against the companies.

The parties reached a settlement agreement in November 2019 and filed a joint stipulation for dismissal, which the court entered on December 12, 2019, thereby ending the matter.

Plaintiffs filed a renewed motion for class certification, and, on March 13, 2019, the court denied certification of a damages class but granted certification for a narrow injunctive relief only class.

Plaintiffs filed a motion for summary judgment on January 21, 2020.

Expedia will file its own motion for summary judgment on or before February 19, 2020.

Trial is scheduled for June 2020.

The plaintiff has filed a motion for class certification which Hotels.com has opposed.

The plaintiff has filed a motion for class certification which defendants will oppose.

*Helms-Burton Litigation*.

On September 11, 2019, a purported class action was filed in the U.S. District Court for the Southern District of Florida alleging violations of Title III of the Cuban Liberty and Democratic Solidary Act, also knowns as the Helms-Burton Act.

The complaint, filed by Marciela Mata, at al., alleges that class members hold an interest in property that was expropriated by the Cuban government and subsequently became the location of a hotel owned by Melia Hotels International.

City of Los Angeles Litigation.

The complaint alleged violation of those ordinances and also included various ancillary statutory and common law claims.

In the administrative process preceding the litigation, the City of Los Angeles had issued assessments in September 2009 totaling $29.5 million against certain Expedia Group companies (Expedia, Hotels.com and Hotwire).

The trial court held that the online travel companies are not liable to remit hotel occupancy taxes to the city of Los Angeles and the city appealed.

On March 28, 2018, the Court of Appeals affirmed the trial court decision reversing the tax assessments issued against the defendant online travel companies, thereby ending the case.

City of San Antonio, Texas Litigation.

The complaint alleged that the defendants failed to pay hotel accommodations taxes as required by municipal ordinance.

including Orbitz, and the defendants appealed.

Nassau County, New York Litigation.

On October 24, 2006, the county of Nassau, New York filed a putative statewide class action in federal court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, and Orbitz, which was subsequently dismissed and refiled in state court.

Pine Bluff, Arkansas Litigation.

On October 4, 2018, the Arkansas Supreme Court deferred ruling on the plaintiffs’ motion to dismiss the defendants’ appeal, combining it with defendants’ appeal on the merits.

Town of Breckenridge, Colorado Litigation.

The complaint included claims for declaratory judgment, violations of municipal ordinances, conversion, civil conspiracy and unjust enrichment.

The trial court dismissed the Town's sales tax claims on June 8, 2012.

On March 26, 2014, the court denied the Town's motion for class certification.

On April 20, 2016, the court granted the online travel companies' motion for summary judgment, holding that the Breckenridge Accommodations Tax does not apply to the online travel companies or the amounts they charge for their services.

The Town appealed from this decision, as well as the trial court’s prior rulings denying class certification and dismissing claims for state sales tax.

On January 25, 2018, the Colorado Court of Appeals affirmed the trial court’s decision on all grounds, finding that the defendant online travel companies are not liable for accommodations taxes, that the Town’s sales tax claims were properly dismissed for lack of subject matter jurisdiction and that class certification was properly denied.

The Town filed a petition for writ of certiorari to the Colorado Supreme Court seeking review of the Court of Appeals’ decisions and, on August 20, 2018, that court granted the petition as to local accommodations tax issues, but denied the petition as to class certification and state sales tax issues.

State of Mississippi Litigation.

On December 29, 2011, the State of Mississippi brought suit against a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz.

The parties await a ruling.

State of New Hampshire Litigation.

On October 16, 2013, the State of New Hampshire filed a lawsuit against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia.

The complaint alleged claims for declaratory judgment, injunctive relief, violation of state meals and room tax law, violation of Consumer Protection Act, breach of fiduciary duty, accounting, conversion, unjust enrichment, assumpsit for money had and received, civil conspiracy, and constructive trust.

The case went to trial in May 2017.

On October 18, 2017, the trial court issued its post-trial order finding that the defendant online travel companies are not subject to the New Hampshire meals and room tax and that their business practices do not violate the state consumer protection act.

The plaintiff appealed.

Arizona Cities Litigation.

protests and ordered the cities to abate the assessments.

The cities appealed to the Arizona Tax Court.

The parties have filed petitions for writ of certiorari seeking leave to appeal to the Arizona Supreme Court, which remain pending.

Palm Beach, Florida Litigation.

Miami Dade County, Florida Litigation.

Broward County, Florida Litigation.

Hawaii Tax Court Litigation (General Excise Tax).

During 2013, certain Expedia Group companies were required to “pay-to-play” and paid a total of $171 million in advance of litigation relating to general excise taxes for merchant model hotel reservations in the State of Hawaii.

In September 2015, following a ruling by the Hawaii Supreme Court, the State of Hawaii refunded the Expedia Group companies $132 million of the original “pay-to-play” amount.

Orbitz also received a similar refund of $22 million from the State of Hawaii in September 2015.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: Form 10-K][added: Form 10-K]

| [removed: þ] [added: ☑] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

| [removed: ¨] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] file [removed: number: 001-37429][added: number: 001-37429]

[removed: EXPEDIA] [added: EXPEDIA] GROUP, [removed: INC.][added: INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 20-2705720] [added: 20-2705720] |

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

[removed: (Address] [added: (Address] of principal executive office) (Zip [removed: Code)][added: Code)]

[removed: Registrant’s] [added: Registrant’s] telephone number, including area [removed: code:][added: code:]

| [removed: Title] [added: Title] of each [removed: class:] [added: class] | | [removed: Name] [added: Trading symbol(s) | | Name] of each exchange on which [removed: registered:] [added: registered] |

| Common stock, $0.0001 par value | | [added: EXPE | |] The Nasdaq Global Select Market |

| Expedia Group, Inc. 2.500% Senior Notes due 2022 | | [added: EXPE22 | |] New York Stock Exchange |

Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]

| Large accelerated filer | | [removed: þ] [added: ☑] | | Accelerated filer | | [removed: ¨] [added: ☐] |

| Non-accelerated filer | | [removed: ¨] [added: ☐] | | Smaller reporting company | | [removed: ¨] [added: ☐] |

| | | | | Emerging growth company | | [removed: ¨] [added: ☐] |

As of June 30, [removed: 2018,] [added: 2019,] the aggregate market value of the registrant’s common equity held by non-affiliates was approximately [removed: $14,376,116,000.][added: $15,872,910,000.]

| [removed: Class] [added: Class] | | [removed: Outstanding] [added: Outstanding] Shares at January [removed: 25, 2019] [added: 31, 2020] were [removed: approximately,] [added: approximately,] | [added: | |]

| Common stock, $0.0001 par value per share | | [removed: 134,390,305] [added: 134,465,673 | |] shares |

| Class B common stock, $0.0001 par value per share | | [removed: 12,799,999] [added: 5,523,452 | |] shares |

[removed: Documents] [added: Documents] Incorporated by [removed: Reference][added: Reference]

| [removed: Document] [added: Document] | | [removed: Parts] [added: Parts] Into Which [removed: Incorporated] [added: Incorporated] |

| Portions of the definitive Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Stockholders (Proxy Statement) | | Part III |

[removed: For] [added: For] the Year [removed: Ended December] [added: Ended December] 31, [removed: 2018][added: 2019]

[removed: Contents][added: Contents]

| [removed: Part I] [added: Part I] | | |

| Item 1 | [removed: [Business](#s89622EC3347D561881097BBD2466AF04)] [added: [Business](#sEF01F2DE7F5851ABAB0FA5C136A44739)] | [removed: [1](#s89622EC3347D561881097BBD2466AF04)] [added: [1](#sEF01F2DE7F5851ABAB0FA5C136A44739)] |

| Item 1A | [Risk [removed: Factors](#s22192CB7749D5B71AC3D24FBAE6310E5)] [added: Factors](#s1CA99358C7185206A3C346E36CDBD7A8)] | [removed: [10](#s22192CB7749D5B71AC3D24FBAE6310E5)] [added: [9](#s1CA99358C7185206A3C346E36CDBD7A8)] |

| Item 1B | [Unresolved Staff [removed: Comments](#s725BDFCA43C055B0AD90E8FE43EF6A68)] [added: Comments](#s3A506EC56A2C522C9467FBA5B7765B2F)] | [removed: [26](#s725BDFCA43C055B0AD90E8FE43EF6A68)] [added: [27](#s3A506EC56A2C522C9467FBA5B7765B2F)] |

| Item 2 | [removed: [Properties](#s8E7F693BCAED5D4AA8B73DE70C940804)] [added: [Properties](#sFF21A36B374B5E3383C0DB326BC05B45)] | [removed: [27](#s8E7F693BCAED5D4AA8B73DE70C940804)] [added: [27](#sFF21A36B374B5E3383C0DB326BC05B45)] |

| Item 3 | [Legal [removed: Proceedings](#s66BDB4F70B1352B58F7F29516FEC9F9B)] [added: Proceedings](#sE90BC530574955B193BF19E68185CDF4)] | [removed: [27](#s66BDB4F70B1352B58F7F29516FEC9F9B)] [added: [27](#sE90BC530574955B193BF19E68185CDF4)] |

| Item 4 | [Mine Safety [removed: Disclosures](#sAC5C680CE5BB5D81B71D30ED27A52184)] [added: Disclosures](#s93974B2B6D795EA5829205C5BD86DC1A)] | [removed: [33](#sAC5C680CE5BB5D81B71D30ED27A52184)] [added: [33](#s93974B2B6D795EA5829205C5BD86DC1A)] |

| [removed: Part II] [added: Part II] | | |

| Item 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s64936BD1EDC15E5DA3D2112501543C39)] [added: Securities](#s038309BE00A9570798555AE64B7CD129)] | [removed: [34](#s64936BD1EDC15E5DA3D2112501543C39)] [added: [33](#s038309BE00A9570798555AE64B7CD129)] |

_______________________________________________

OR

_______________________________________________

1111 Expedia Group Way W

Seattle, WA 98119

(206) 481-7200

_______________________________________________

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Expedia Group, Inc.

Form 10-K

| [Signatures](#s68A2675386E555A8AE159F58A57DB9EA) | | [66](#s68A2675386E555A8AE159F58A57DB9EA) |

Expedia Group, Inc.

Form 10-K

For the Year Ended December 31, 2019

10-K 1 q42018-10k.htm 10-K

_______________________________________________

OR

| | | |

| --- | --- | --- |

333 108th Avenue NE

Bellevue, WA 98004

(425) 679-7200

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| [Signatures](#s9D8715830DDF555A9E4F18448CD4BFB8) | | [66](#s9D8715830DDF555A9E4F18448CD4BFB8) |

[removed: We] [added: In addition, we] lease approximately [removed: 4.9] [added: 4.6] million square feet of office space [removed: worldwide,] [added: worldwide in various cities and locations,] pursuant to leases with expiration dates through [removed: March 2031.][added: May 2038, of which 1.7 million square feet is leased for domestic operations and 2.9 million for international operations.]

We own our corporate headquarters located in Seattle, Washington, which employees began moving into during the fourth quarter of 2019.

The headquarters is approximately 600,000 square feet of office space.

We lease approximately 580,000 square feet for our headquarters in Bellevue, Washington, the majority of which ends by mid-2020 with the exception of 70,000 square feet which expires in January 2023.

We also lease approximately 1.5 million square feet of office space for our domestic operations in various other cities and locations pursuant to leases with expiration dates through March 2031.

We also lease approximately 2.8 million square feet of office space for our international operations in various cities and locations pursuant to leases with expiration dates through June 2030.

In addition to our leased space, on April 30, 2015, we acquired our future corporate headquarters, consisting of multiple office and lab buildings located in Seattle, Washington.

The build out of the headquarters is significant as we convert lab facilities into office space.

We expect employees to begin to move into the new campus at the end of 2019.

[removed: Market Information][added: Market Information]

As of January [removed: 25, 2019,] [added: 31, 2020,] there were approximately [removed: 2,014] [added: 2,729] holders of record of our common stock and the closing price of our common stock was [removed: $117.11] [added: $108.45] on Nasdaq.

As of January [removed: 25, 2019,] [added: 31, 2020,] all of our Class B common stock was held by [removed: a subsidiary] [added: Mr. Diller, Chairman and Senior Executive] of [removed: Liberty] Expedia [removed: Holdings.][added: Group.]

[removed: Dividend Policy][added: Dividend Policy]

In [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the Executive Committee, acting on behalf of the Board of Directors, declared the following dividends:

| | [removed: Declaration Date] [added: Declaration Date] | | [removed: Dividend Per Share] [added: Dividend Per Share] | | | | [removed: Record Date] [added: Record Date] | | [removed: Total Amount (in millions)] [added: Total Amount (in millions)] | | | | [removed: Payment Date] [added: Payment Date] |

| [removed: Year] [added: Year] ended December 31, [removed: 2018:] [added: 2018:] | | | | | | | | | | | | | |

| [removed: Year] [added: Year] ended December 31, [removed: 2017:] [added: 2019:] | | | | | | | | | | | | | |

| | July [removed: 26, 2017] [added: 24, 2019] | | [removed: 0.30] [added: 0.34] | | | | August [removed: 24, 2017] [added: 22, 2019] | | [removed: 45] [added: 50] | | | | September [removed: 14, 2017] [added: 12, 2019] |

In February [removed: 2019,] [added: 2020,] the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of [removed: $0.32] [added: $0.34] per share of outstanding common stock payable on March [removed: 27, 2019] [added: 26, 2020] to the stockholders of record as of the close of business on March [removed: 7, 2019.][added: 10, 2020.]

[removed: Unregistered] [added: Unregistered] Sales of Equity [removed: Securities][added: Securities]

During the quarter ended December 31, [removed: 2018,] [added: 2019,] we did not issue or sell any shares of our common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended.

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

A summary of the repurchase activity for the fourth quarter of [removed: 2018] [added: 2019] is as follows:

| [removed: Period] [added: Period] | | [removed: Total] [added: Total] Number [removed: of Shares Purchased] [added: of Shares Purchased] | | | [removed: Average Price Paid] [added: Average Price Paid] Per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number [removed: of Shares Purchased as Part] [added: of Shares Purchased as Part] of [removed: Publicly Announced Plans or Programs] [added: Publicly Announced Plans or Programs] | | | [removed: Maximum Number of Shares that May] [added: Maximum Number of Shares that May] Yet [removed: Be Purchased Under] [added: Be Purchased Under] Plans [removed: or Programs] [added: or Programs] | |

| | | [removed: (In] [added: (In] thousands, except per share [removed: data)] [added: data)] | | | | | | | | | | | |

As of December 31, [removed: 2018, 12.2] [added: 2019, 26.7] million shares remain authorized for repurchase under the [removed: 2018 authorization.][added: authorizations.]

[removed: Performance] [added: Performance] Comparison [removed: Graph][added: Graph]

The graph shows a five-year comparison of cumulative total return, calculated on a dividend reinvested basis, for Expedia Group common stock, the NASDAQ Composite Index, the RDG (Research Data Group) Internet Composite Index and the [removed: S&P 500.]

The graph assumes an investment of $100 in each of the above on December 31, [removed: 2013.][added: 2014.]

[removed: ][added: ]

| | February 6, 2019 | | $ | 0.32 | | | March 7, 2019 | | $ | 47 | | | March 27, 2019 |

| | May 1, 2019 | | 0.32 | | | | May 23, 2019 | | 48 | | | | June 13, 2019 |

| | November 6, 2019 | | 0.34 | | | | November 19, 2019 | | 50 | | | | December 12, 2019 |

| October 1-31, 2019 | | 873 | | | $ | 135.58 | | | 873 | | | 9,048 | |

| November 1-30, 2019 | | — | | | — | | | | — | | | 9,048 | |

| December 1-31, 2019 | | 2,388 | | | 110.72 | | | | 2,388 | | | 26,660 | |

| Total | | 3,261 | | | | | | | 3,261 | | | | |

In December 2019, the Board of Directors authorized an additional repurchase of up to 20 million outstanding shares of our common stock.

S&P 500.

| | February 7, 2017 | | $ | 0.28 | | | March 9, 2017 | | $ | 42 | | | March 30, 2017 |

| | April 26, 2017 | | 0.28 | | | | May 25, 2017 | | 43 | | | | June 15, 2017 |

| | October 25, 2017 | | 0.30 | | | | November 16, 2017 | | 46 | | | | December 7, 2017 |

| October 1-31, 2018 | | 252 | | | $ | 129.35 | | | 252 | | | 14,496 | |

| November 1-30, 2018 | | 1,128 | | | 119.41 | | | | 1,128 | | | 13,368 | |

| December 1-31, 2018 | | 1,145 | | | 117.46 | | | | 1,145 | | | 12,223 | |

| Total | | 2,525 | | | | | | | 2,525 | | | | |

[removed: SELECTED] [added: SELECTED] FINANCIAL [removed: DATA][added: DATA]

| | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| | [removed: (in] [added: (in] millions, except [added: for share and] per share [removed: data)] [added: data)] | | | | | | | | | | | | | | | | | | |

| [removed: Consolidated] [added: Consolidated] Statements of Operations [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Revenue | $ | [removed: 11,223] [added: 12,067] | | | $ | [removed: 10,060] [added: 11,223] | | | $ | [removed: 8,774] [added: 10,060] | | | $ | [removed: 6,672] [added: 8,774] | | | $ | [removed: 5,763] [added: 6,672] | |

| Operating income | [removed: 714] [added: 903] | | | | [removed: 625] [added: 714] | | | | [removed: 462] [added: 625] | | | | [removed: 414] [added: 462] | | | | [removed: 518] [added: 414] | | |

| Net income attributable to Expedia Group, Inc.(1) | [removed: 406] [added: 565] | | | | [removed: 378] [added: 406] | | | | [removed: 282] [added: 378] | | | | [removed: 764] [added: 282] | | | | [removed: 398] [added: 764] | | |

| [removed: Earnings] [added: Earnings] per share attributable to Expedia Group, Inc. available to common [removed: stockholders:] [added: stockholders:] | | | | | | | | | | | | | | | | | | | |

| Basic | $ | [removed: 2.71] [added: 3.84] | | | $ | [removed: 2.49] [added: 2.71] | | | $ | [removed: 1.87] [added: 2.49] | | | $ | [removed: 5.87] [added: 1.87] | | | $ | [removed: 3.09] [added: 5.87] | |

| Diluted | [removed: 2.65] [added: 3.77] | | | | [removed: 2.42] [added: 2.65] | | | | [removed: 1.82] [added: 2.42] | | | | [removed: 5.70] [added: 1.82] | | | | [removed: 2.99] [added: 5.70] | | |

| [removed: Shares] [added: Shares] used in computing earnings per [removed: share:] [added: share (000's):] | | | | | | | | | | | | | | | | | | | |

| Basic | [removed: 149,961] [added: 147,194] | | | | [removed: 151,619] [added: 149,961] | | | | [removed: 150,367] [added: 151,619] | | | | [removed: 130,159] [added: 150,367] | | | | [removed: 128,912] [added: 130,159] | | |

| Diluted | [removed: 152,889] [added: 149,884] | | | | [removed: 156,385] [added: 152,889] | | | | [removed: 154,517] [added: 156,385] | | | | [removed: 134,018] [added: 154,517] | | | | [removed: 133,168] [added: 134,018] | | |

| [removed: Dividends] [added: Dividends] declared per common [removed: share] [added: share] | $ | [removed: 1.24] [added: 1.32] | | | $ | [removed: 1.16] [added: 1.24] | | | $ | [removed: 1.00] [added: 1.16] | | | $ | [removed: 0.84] [added: 1.00] | | | $ | [removed: 0.66] [added: 0.84] | |

| | [removed: December 31,] [added: December 31,] | | | | | | | | | | | | | | | | | | |

| [removed: Consolidated] [added: Consolidated] Balance Sheet [removed: Data:] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Working deficit | $ | [removed: (2,863] [added: (2,979] | ) | | $ | [removed: (2,339] [added: (2,863] | ) | | $ | [removed: (2,677] [added: (2,339] | ) | | $ | [removed: (2,950] [added: (2,677] | ) | | $ | [removed: (1,263] [added: (2,950] | ) |

| Total assets | [removed: 18,033] [added: 21,416] | | | | [removed: 18,516] [added: 18,033] | | | | [removed: 15,778] [added: 18,516] | | | | [removed: 15,486] [added: 15,778] | | | | [removed: 9,012] [added: 15,486] | | |

| Senior notes debt(2) | [removed: 3,717] [added: 4,938] | | | | [removed: 4,249] [added: 3,717] | | | | [removed: 3,159] [added: 4,249] | | | | [removed: 3,183] [added: 3,159] | | | | [removed: 1,739] [added: 3,183] | | |

| Non-redeemable non-controlling interest(3) | [removed: 1,547] [added: 1,569] | | | | [removed: 1,606] [added: 1,547] | | | | [removed: 1,561] [added: 1,606] | | | | [removed: 65] [added: 1,561] | | | | [removed: 109] [added: 65] | | |

| Total stockholders’ equity | [removed: 5,651] [added: 5,536] | | | | [removed: 6,129] [added: 5,651] | | | | [removed: 5,693] [added: 6,129] | | | | [removed: 4,930] [added: 5,693] | | | | [removed: 1,894] [added: 4,930] | | |

| (3) | On December 16, 2016, our majority-owned subsidiary, trivago, completed its IPO. In conjunction with the IPO, Expedia Group and trivago's founders entered into an Amended and Restated Shareholders' Agreement under which the original put/call rights were no longer effective and, as such, we reclassified the redeemable non-controlling interest into non-redeemable non-controlling interest on the consolidated balance sheet. [removed: See NOTE 11 — Redeemable Non-controlling Interests in the notes to consolidated financial statements for further information.] |

| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting.][added: Reporting.]

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures.][added: Procedures.]

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our Chairman and Senior [removed: Executive, Chief] Executive [removed: Officer] [added: (Co-Principal Executive Officer), Vice Chairman (Co-Principal Executive Officer)] and [added: Acting] Chief Financial [removed: Officer,] [added: Officer (Principal Financial Officer),] evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based upon that evaluation, our Chairman and Senior Executive, [removed: Chief Executive Officer] [added: Vice Chairman] and [added: Acting] Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting.][added: Reporting.]

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria for effective control over financial reporting described in [removed: Internal] [added: *Internal] Control — Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management has concluded that, as of December 31, [removed: 2018,] [added: 2019,] the Company’s internal control over financial reporting was effective.

Ernst & Young, LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] as stated in their report which is included below.

[removed: Limitations] [added: Limitations] on [removed: Controls.][added: Controls.]

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited Expedia Group, Inc.’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Expedia Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and our report dated February [removed: 7, 2019] [added: 13, 2020] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

February 13, 2020

February 7, 2019

[removed: Part III.][added: Part III.]

We are incorporating by reference the information required by Part III of this report on Form 10-K from our proxy statement relating to our [removed: 2019] [added: 2020] annual meeting of stockholders (the [removed: “2019] [added: “2020] Proxy Statement”), which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2018.][added: 2019.]

The information required by this item is included under the captions “Election of Directors — Nominees,” “Election of Directors — Board Meetings and Committees,” “Information Concerning Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the [removed: 2019] [added: 2020] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the captions “Election of Directors —Compensation of Non-Employee Directors,” “Election of Directors — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Executive Compensation” in the [removed: 2019] [added: 2020] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the [removed: 2019] [added: 2020] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the captions “Certain Relationships and Related Person Transactions” and “Election of Directors — Board Meetings and Committees” in the [removed: 2019] [added: 2020] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the caption “Audit Committee Report” in the [removed: 2019] [added: 2020] Proxy Statement and incorporated herein by reference.

(a)(1) [removed: Consolidated] [added: *Consolidated] Financial [removed: Statements][added: Statements*]

(a)(2) [removed: Financial] [added: *Financial] Statement [removed: Schedules][added: Schedules*]

(a)(3) [removed: Exhibits][added: *Exhibits*]

| [removed: Exhibit No.] [added: Exhibit No.] | | | | [removed: Filed Herewith] [added: Filed Herewith] | | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | | | | |

| [removed: Exhibit Description] [added: Exhibit Description] | | [removed: Form] [added: Form] | | [removed: SEC] [added: SEC] File [removed: No.] [added: No.] | | [removed: Exhibit] [added: Exhibit] | | [removed: Filing Date] [added: Filing Date] | | | | |

| 1.1 | | [Underwriting Agreement, dated [added: 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)](http://www.sec.gov/Archives/edgar/data/1324424/000119312515211303/d935936dex11.htm) | | | | 8-K | | 000-51447 | | 1.1 | | 6/3/2015 |

| 3.1 | | [removed: [Restated] [added: [Amended and Restated] Certificate of Incorporation of Expedia Group, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000013/expediagrouprestatedcertif.htm)] [added: Inc., dated as of December 3, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000119312519305833/d843290dex31.htm)] | | | | 8-K | | [removed: 000-51447] [added: 001-37429] | | [removed: 3.2] [added: 3.1] | | [removed: 3/27/2018] [added: 12/4/2019] |

| 3.2 | | [removed: [Expedia Group, Inc. General By-Laws Amended] [added: [Amended] and Restated [added: By-Laws of Expedia Group, Inc. dated] as of [removed: March 26, 2018](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000013/expediagroupby-lawsamended.htm)] [added: April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex3-1.htm)] | | | | 8-K | | [removed: 000-51447] [added: 001-37429] | | [removed: 3.3] [added: 3.1] | | [removed: 3/27/2018] [added: 4/16/2019] |

| 4.3 | | [Indenture, dated as of August [removed: 13,] [added: 18,] 2014, 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](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex41.htm) | | | | 8-K | | 000-51447 | | 4.1 | | 8/18/2014 |

| 10.15 | | [Fourth Amendment, dated as of May 31, 2018, [added: 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.](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000026/expediafourthamendarcred.htm) | | | | 8-K | | 001-37429 | | 10.1 | | 6/1/2018 |

| 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 [removed: Agent](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1017.htm)] [added: Agent](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1017.htm)] | | [removed: X] | | [added: 10-K] | | [added: 001-37429] | | [added: 10.17] | | [added: 2/8/2019] |

| [removed: 10.18] [added: 10.19] | | [Office Building Lease by and between Tower 333 LLC, a Delaware limited liability company, and Expedia, Inc., a Washington corporation, dated June 25, 2007](http://www.sec.gov/Archives/edgar/data/1324424/000095013407016637/v32356exv10w1.htm) | | | | 10-Q | | 000-51447 | | 10.1 | | 8/3/2007 |