Expedia Group (EXPE) 10-K risk factor changes: FY2020 vs FY2019

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

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

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

*Travel [removed: suppliers:*] [added: suppliers.*] Travel [removed: suppliers] [added: suppliers, such as hotels, airlines and rental car companies,] may offer products and services on more favorable terms to consumers who transact directly with them.

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

*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 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 [added: 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.]

*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.

*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.

*Applications and social media [removed: websites:*] [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.

*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.

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

The continued growth of alternative accommodation [removed: sources] [added: providers] could affect overall travel patterns generally and the demand for our services specifically in facilitating reservations at hotels and alternative accommodations.

Furthermore, Airbnb and similar [removed: websites] [added: providers] 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.

*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.

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

A substantial portion of our revenue is derived from compensation negotiated with travel suppliers, in particular [removed: hotel] [added: lodging] suppliers, airlines and GDS partners for bookings made through our [removed: websites.][added: channels.]

No assurances can be given that travel suppliers will elect to participate in our 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, [removed: average daily rates (“ADRs”)] [added: 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: Our] [added: In addition to the impact of the COVID-19 pandemic and other potential pandemic or health-related events, our] business and financial performance are affected by the [added: overall] health of the worldwide travel industry.

Our business is also sensitive to fluctuations in hotel supply, occupancy and [removed: ADRs, decreases] [added: Average Daily Rates (“ADRs”), changes] in airline [removed: capacity, periodically rising] [added: capacity and] airline ticket prices and the imposition of taxes or surcharges by regulatory authorities, all of which we have experienced historically.

We are subject to payments-related [removed: and] fraud risks.

[added: *Third Party Payment Service Providers.*] We have agreements with companies that process customer credit and debit card transactions, the volume of which are very large and continue to grow, for the facilitation of customer bookings of travel services from our travel suppliers.

These agreements allow these [removed: processing companies,] [added: payment processors,] under certain conditions, to hold an amount of our cash (referred to as a “holdback”) or require us to otherwise post security equal to a portion of bookings that have been processed by that company.

These [removed: processing companies] [added: payment processors] may be entitled to a holdback or suspension of processing services upon the occurrence of specified events, including material adverse changes in our financial condition.

An imposition of a holdback or suspension of [added: payment] processing services by one or more of our [removed: processing companies] [added: payment processors] could materially reduce [removed: our liquidity.]

In addition, [removed: credit] [added: the payment] card networks, [removed: such as Visa, MasterCard and American Express,] have adopted rules and regulations that apply to all merchants who process and accept [removed: credit] [added: payment] cards and include payment card association operating rules, the Payment Card Industry Data Security Standards, or the PCI DSS.

[removed: For] [added: Moreover, for] existing and future payment options we offer to both our customers and suppliers, we are and may increasingly be subject to additional regulations and compliance requirements [removed: (including] [added: including] obligations to implement enhanced authentication processes, such as the [removed: EU’s] [added: EEA’s Revised] Payment Services Directive [removed: 2), that could result in significant costs to us and our suppliers and reduce the ease of use of our payments options.][added: (“PSD2”), which began being enforced on January 1, 2021.]

If we are unable to effectively combat fraudulent bookings on our websites or mobile applications or if we otherwise experience increased levels of charge backs, [added: we may be subject to fines and higher transaction fees or be unable to continue to accept card payments because payment card networks have revoked] our [added: access to their networks, and our] results of operations and financial positions could be materially adversely affected.

If these partners or [removed: third-party] service providers [removed: experience difficulty,] fail to meet our requirements or [removed: standards or the requirements or standards of applicable laws or governmental authorities,] [added: legal] or [removed: experience information security breaches affecting our customers] [added: regulatory requirements,] it could damage our reputation, make it difficult for us to operate some aspects of our business, or expose us to liability for their [added: actions.]

[removed: actions which could] [added: The enacted and proposed measures may] have an adverse [removed: impact] [added: effect] on our business [removed: and] [added: or] financial performance.

Likewise, if [removed: the] [added: one of our] third-party service providers [removed: upon which we rely] were to cease operations, [removed: temporarily or permanently,] face financial distress or other business disruption, we could suffer increased costs and [removed: delays in our ability] [added: disruption] to [removed: provide similar services] [added: our own business operations] until an equivalent [removed: service provider] [added: alternative] could be [removed: found or we could develop replacement technology] [added: sourced] or [removed: operations,] [added: developed,] any of which could also have an adverse impact on our business and financial performance.

Laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses or our failure to adapt our practices, systems, processes and business models effectively to the traveler and supplier preferences (as well as the regulatory and tax landscapes) of each country into which we expand, could slow our [removed: growth.][added: growth or prevent our]

| • | [added: | |] Exposure to local economic or political instability and threatened or actual acts of terrorism; | [added: | |]

| • | [added: | |] Compliance with U.S. and non-U.S. regulatory laws and requirements relating to anti-corruption, antitrust or competition, economic sanctions, data content and privacy, consumer protection, employment and labor laws, health and safety, information reporting and advertising and promotions; | [added: | |]

| • | [added: | |] Weaker enforcement of our contractual and intellectual property rights; | [added: | |]

| • | [added: | |] Lower levels of credit card usage and increased payment and fraud risk; | [added: | |]

| • | [added: | |] Longer payment cycles, and difficulties in collecting accounts receivable; | [added: | |]

| • | [added: | |] Preferences by local populations for local providers; | [added: | |]

| • | [added: | |] Restrictions on, or adverse tax and other consequences related to the repatriation of cash, the withdrawal of non-U.S. investments, cash balances and earnings, as well as restrictions on our ability to invest in our operations in certain countries; | [added: | |]

| • | [added: | |] Changes to trade policy or agreements that limit our ability to offer, or adversely affect demand for, our products and services; | [added: | |]

COVID-19 Pandemic and Travel Industry Risks

The COVID-19 pandemic has had, and is expected to continue to have, a material adverse impact on the travel industry and our business, financial performance and liquidity position.

The COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry.

In response to the pandemic, the governments of many countries, states, cities and other geographic regions have implemented containment measures, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes.

Governments may continue implementing containment measures in response to new variants of the virus.

Individuals’ ability to travel has been curtailed through border closures, mandated travel restrictions and limited operations of hotels and airlines, and may be further limited through additional voluntary or mandated closures of travel-related businesses.

While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccine against new variants of the virus may contribute to delays in economic recovery, particularly for the travel industry.

The measures implemented to contain the COVID-19 pandemic initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings.

Moreover, we have modified our cancellation policies in light of the COVID-19 pandemic.

For example, except as otherwise required by relevant law, on near-term hotel bookings with non-refundable rates impacted by COVID-19, we have been providing refunds where hotels agree to make the booking refundable; otherwise, we have offered customers credit toward a future booking.

We continue to adapt our cancellation policies as the situation evolves.

The significant increase in refunds that we experienced in 2020 and may continue to experience has led to materially negative cash flow, which has and will continue to negatively impact our cash balance and overall liquidity position until travel demand begins to recover from current levels.

We also may be negatively impacted by the

loss of opportunity to cross-sell or market products and services to customers who originally booked air travel with us, but who will ultimately redeem air travel credits received during the COVID-19 pandemic directly from the airlines.

Moreover, any additional measures or changes in laws or regulations, whether in the United States or other countries, that further impair the ability or desire of individuals to travel, including laws or regulations banning travel, requiring the closure of hotels or other travel-related businesses (such as restaurants) or otherwise restricting travel due to the risk of the spreading of COVID-19, may exacerbate the negative impact of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows and liquidity position.

We may also face inquiries and investigations from government regulators who claim that we should have refunded travelers or taken actions to otherwise provide redress to travelers who could not travel due to COVID-19 restrictions.

The pandemic has impeded global economic activity for an extended period and could continue to do so, even as restrictions are lifted, leading to a continuation of the already significant decrease in per capita income and disposable income, increased and sustained unemployment or a decline in consumer confidence, all of which could significantly reduce discretionary spending by individuals and businesses on travel.

In turn, that could have a negative impact on demand for our services and could lead our partners, or us, to reduce prices or offer incentives to attract travelers.

We also cannot predict the long-term effects of the COVID-19 pandemic on our partners and their business and operations or the ways that the pandemic may fundamentally alter the travel industry.

In particular, we may need to adjust to a travel industry with fewer and different suppliers as well as structural changes to certain types of travel.

For example, there is uncertainty over whether and how corporate travel will rebound given the increase in remote working and use of video conference technology in addition to safety concerns related to business travelers’ health.

While we have undertaken certain actions to attempt to mitigate the effects of COVID-19 on our business, our cost-savings activities may lead to disruptions in our business, inability to enhance or preserve our brand awareness, reduced employee morale and productivity, increased attrition, and problems retaining existing and recruiting future employees, all of which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

For the reasons set forth above and other reasons that may come to light as the COVID-19 pandemic and containment measures evolve over time, it is difficult to estimate with accuracy the impact to our future revenues, results of operations, cash flows, liquidity or financial condition, but such impacts have been and will continue to be significant and could continue to have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity position for the foreseeable future.

We compete with both established and emerging online and traditional providers of travel-related services, including online travel agencies; alternative accommodation providers, wholesalers and tour operators; travel product suppliers (including hotels, airlines and car rental companies); search engines and large online portal websites; travel metasearch services; corporate travel management service providers; mobile platform travel applications; social media websites; eCommerce and group buying websites; and other participants in the travel industry.

Many of these competitors have been steadily focusing on increasing online demand on their own websites and mobile applications in lieu of third-party distributors through favorable rates and bonus or loyal points for direct booking, surcharges for booking outside of the supplier’s own website, suppliers combining to establish a single search platform and other tactics to drive traffic directly to supplier websites.

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 through its own offerings or capabilities, 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.

Factors that could negatively affect the travel industry in general and our business in particular, potentially materially, include: political instability, geopolitical conflicts, trade disputes, significant fluctuations in currency values, sovereign debt issues, macroeconomic concerns, bans on travel to and from certain countries, significant changes in oil prices, continued air carrier and hotel chain consolidation, reduced access to discount fares, travel strikes or labor unrest, bankruptcies or liquidations, increased incidents of actual or threatened terrorism, uncertainties and effects of Brexit, natural disasters, travel-related accidents or grounding of aircraft due to safety concerns, changes in regulations, policies or conditions related to sustainability and climate change, and changes to visa and immigration requirements or border control policies.

Although our cash flows from operations and available capital, including the proceeds from financing transactions, have been sufficient to meet obligations and commitments to date, we cannot predict how the COVID-19 pandemic and resulting economic impacts could affect our liquidity in the future.

Our substantial indebtedness, particularly following the transactions completed in response to the impacts of COVID-19, the availability of assets as collateral for loans or other indebtedness, and market conditions may make it difficult for us to raise additional capital on commercially reasonable terms to meet potential future liquidity needs.

If our liquidity is materially diminished, we may not be able to timely pay debts or leases or comply with material provisions of our contractual obligations.

In addition, any downgrade of our debt ratings by Standard & Poor’s, Moody’s Investor Service, Fitch or similar ratings agencies, deterioration of our financial condition, increase in general interest rate levels and credit spreads or overall weakening in the credit markets could increase our cost of capital (including, with respect to ratings downgrades, the interest rate applicable to certain of our outstanding senior notes).

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We compete with both established and emerging online and traditional providers of travel-related services, including:

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| • | Online and traditional travel agencies, wholesalers and tour operators; |

| • | Travel product suppliers, including hotels, airlines and car rental companies; |

| • | Search engines and large online portal websites; |

| • | Travel metasearch services; |

| • | Corporate travel management service providers; |

| • | Mobile platform travel applications; |

| • | Social media websites; |

| • | eCommerce and group buying websites; |

| • | Alternative accommodation websites; and |

| • | Other participants in the travel industry. |

We also compete with traditional travel agencies (operating both offline and online), wholesalers and tour operators for both travelers and the acquisition and retention of supply.

Many of these competitors, such as hotels, airlines and rental car companies, have been steadily focusing on increasing online demand on their own websites and mobile applications in lieu of third-party distributors such as the various Expedia Group sites.

For instance, several large hotel chains have combined to establish a single online hotel search platform with links directly to their own websites and mobile applications, some low-cost airlines, which are having increasing success in the marketplace, distribute their online supply exclusively through their own websites, and some airlines have attempted to apply or may apply surcharges for bookings made outside their own websites.

In recent years, certain hotel chains have launched advertising campaigns expressly designed to drive consumer traffic directly to their websites.

Suppliers who sell on their own websites, in some instances, offer advantages such as favorable rates, increased or exclusive product availability, complimentary Wi-Fi, and their own bonus miles or loyalty points, or in the case of airlines promote hotel supply at their websites, which could make their offerings more attractive to consumers than ours.

Consolidation of travel suppliers may tend to exacerbate such negative effects on our businesses.

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. |

Several of these competitors have significantly greater financial, technical, marketing and other resources and larger client bases than we do.

We expect to face additional competition as other established and emerging companies enter the online advertising market.

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.

The industry in which we operate is dynamic.

We continue to adapt our business to remain competitive, including investing in evolving channels and platforms offering new consumer choices, including inventory types and transactional models, as well as increasing supplier inventory on our existing platforms.

If we fail to appropriately adapt to competitive or consumer preference developments, our business could be adversely affected.

Our attempts to adapt our current business models or practices or adopt new business models and practices in order to compete may involve significant risks and uncertainties, including distraction of management from current operations, expenses associated with the initiatives, different legal or tax requirements, inadequate return on investments, difficulties and expenses associated with the integration of acquired brands and their inventory onto our platforms, as well as limiting our ability to develop new site features.

In addition, adaptations to our business may require significant investments, including changes to our financial systems and processes, which could significantly increase our costs and increase the risk of payment delays and/or non-payments of amounts owed to us from our supplier partners and customers.

In addition, these new initiatives may not be successful and may harm our financial condition and operating results.

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

Decreased travel expenditures could reduce the demand for our services, thereby causing a reduction in revenue.

For example, during regional or global recessions domestic and global economic conditions can deteriorate rapidly, resulting in increased unemployment and a reduction in available budgets for both business and leisure travelers, which slow spending on the services we provide and have a negative impact on our revenue growth.

Additionally, if individual countries or regions experience deteriorating credit and economic conditions and/or significant fluctuations of currency values relative to other currencies such as the U.S. dollar, it can lead to a negative impact on our foreign denominated net assets, gross bookings, revenues, operating expenses, and net income as expressed in U.S. dollars.

Further economic weakness and uncertainty may result in significantly decreased spending on our services by both business and leisure travelers, which may have a material adverse impact on our business and financial performance.

Political instability, including the 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.

We leverage our [added: supply portfolio,] platform and technology capabilities across an extensive portfolio of [removed: businesses] [added: consumer brands,] and [removed: brands] [added: provide solutions] to [added: our business partners, to] orchestrate the movement of people and the delivery of travel experiences on both a local and global basis.

This section of this Form 10-K generally discusses the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] items and year over year comparisons between [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

Discussions of the year ended December 31, [removed: 2017] [added: 2018] items and the year over year comparisons between [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] 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, [removed: 2018.][added: 2019.]

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

For additional information about our [removed: growth] [added: business] strategy for Expedia Group, see the disclosure set forth in Part I, Item 1, Business, under the caption [removed: “Growth] [added: “Marketing Opportunity and Business] Strategy.”

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

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

[removed: Intense] [added: Over time, intense] competition [removed: also] historically led to aggressive marketing efforts by the travel suppliers and intermediaries, and a meaningful unfavorable impact on our overall marketing efficiencies and operating margins.

We [removed: manage] [added: have recently shifted to managing] our marketing [removed: spending on a] [added: investments holistically across the] brand [removed: basis,] [added: portfolio in our Retail segment to optimize results for the Company, and] making decisions [removed: in each applicable] [added: on a] market [added: by market and customer segment basis] that we think are appropriate based on the relative growth [removed: opportunity and] [added: opportunity,] the expected returns and the competitive environment.

For more detail, see Part I, Item 1A, Risk Factors - "We rely on the value of our brands, and the [removed: cost] [added: costs] of maintaining and enhancing our brand awareness are increasing” and “Our international operations involve additional risks and our exposure to these risks will increase as our business expands globally.”

As a percentage of our total worldwide revenue in [removed: 2019,] [added: 2020,] lodging accounted for [removed: 70%.][added: 78%.]

[removed: ADRs] [added: Average Daily Rates (“ADRs”)] for rooms booked on Expedia Group websites increased [removed: 3% in 2017,] 5% in 2018, [removed: and] decreased 1% in [removed: 2019.][added: 2019, and increased 3% in 2020.]

[removed: Although our relationships with our hotel supply partners remained broadly stable in the past few years, as part of the global rollout] [added: After rolling out ETP globally over a period] of [removed: ETP,] [added: several years, during which time] we reduced negotiated economics in certain instances to compensate for hotel supply partners absorbing expenses such as credit card fees and customer service costs, [removed: which has negatively impacted the margin of revenue we earn per booking.][added: our relationships and overall economics with hotel supply partners have been broadly stable in recent years.]

[removed: In addition, as] [added: As] we continue to expand the breadth and depth of our global hotel offering, in some cases we have reduced our economics in various geographies based on local market conditions.

Vrbo has [removed: been undergoing a transition] [added: transitioned] 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.

In addition, we have actively moved to integrate Vrbo listings into our global [removed: OTA] [added: Retail] services, as well as directly add [added: alternative accommodation listings to our offerings, to position our key global brands to offer a full range of lodging options for consumers.]

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

Air ticket volumes increased [removed: 4% in 2017,] 5% in [removed: 2018,] [added: 2018] and 7% in [removed: 2019.][added: 2019, and declined 63% in 2020.]

As a percentage of our total worldwide revenue in [removed: 2019,] [added: 2020,] air accounted for [removed: 7%.][added: 2%.]

Our advertising and media business is principally driven by revenue generated by trivago, a leading hotel metasearch website, [removed: in addition to] [added: and] Expedia Group Media Solutions, which is responsible for generating advertising revenue on our global online travel brands.

In [removed: 2019,] [added: 2020,] we generated [removed: a total of $1.1 billion] [added: $405 million] of advertising and media revenue, a [removed: slight increase] [added: 63% decline] from [removed: 2018,] [added: 2019,] representing [removed: 9%] [added: 8%] of our total worldwide revenue.

The [removed: lower] [added: negative] marketing spend [removed: negatively] [added: adversely] impacted revenue growth, while benefiting profitability.

The [removed: continued] growth of our international operations, advertising business or a change in our product mix, including the growth of Vrbo, may influence the typical trend of the seasonality in the [removed: 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.][added: future.]

[removed: | • |] [added: -] It requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and [removed: |]

[removed: | • |] [added: -] Changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations. [removed: |]

We generally base our measurement of fair value of reporting [removed: units] [added: units, except for trivago, which is a separately listed company] on [added: the Nasdaq Global Select Market, on] a blended analysis of the present value of future discounted cash flows and market valuation approach with the exception of our standalone publicly traded subsidiary, which is based on market valuation.

The discounted cash flows model indicates the fair value of the reporting units based on the present [added: value of the cash flows that we expect the reporting units to generate in the future.]

Therefore, actual income taxes could materially vary from these [removed: estimates.][added: estimates.All deferred income taxes are classified as long-term on our consolidated balance sheets.]

[removed: We] calculate the tax recovery charge by applying the applicable tax rate supplied to us by the hotels to the amount that the hotel has agreed to receive for the rental of the room by the consumer.

[removed: More recently, a] [added: A] limited number of taxing jurisdictions have made similar claims against Vrbo for tax amounts due on the rental amounts charged by owners of alternative accommodations properties or for taxes on Vrbo’s services.

Certain jurisdictions have enacted, and others may enact, legislation regarding the imposition of taxes on businesses that [removed: arrange] [added: facilitate] the booking of hotel or alternative accommodations.

[removed: Stock-Based Compensation][added: | Stock-based compensation | | | 205 | | | | | | 241 | | | | | | 203 | | |]

We are currently involved in [removed: ten] [added: nine] lawsuits brought by or against states, cities and counties over issues involving the payment of hotel occupancy and other taxes.

With respect to the principal claims in these matters, we believe that the statutes and/or ordinances at issue do not apply to us or the services we [removed: provide] [added: provide, namely the facilitation of travel planning and reservations,] and, therefore, that we do not owe the taxes that are claimed to be owed.

We believe that the statutes and ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or [removed: other] [added: similar] accommodations.

For additional information [added: and other recent developments] on these and other legal proceedings, see Part I, Item 3, Legal Proceedings.

We have established a reserve for the potential settlement of issues related to hotel occupancy and other tax litigation, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of [removed: $48] [added: $58] million as of December 31, [removed: 2019] [added: 2020] and [removed: $46] [added: $48] million as of December 31, [removed: 2018.][added: 2019.]

Certain jurisdictions, including without limitation the states of New York, New Jersey, North Carolina, Minnesota, Oregon, Rhode Island, Maryland, Pennsylvania, Hawaii, Iowa, Massachusetts, Arizona, Wisconsin, Idaho, [added: Arkansas, Indiana, Maine, Nebraska, Vermont,] the city of New York, and the District of Columbia, have enacted legislation seeking to tax online travel company services as part of sales or other taxes for hotel and/or other accommodations and/or car rental.

We are currently remitting taxes to a number of jurisdictions, including without limitation the states of New York, New Jersey, South Carolina, North Carolina, Minnesota, Georgia, Wyoming, West Virginia, Oregon, Rhode Island, Montana, Maryland, Kentucky, Maine, [removed: New Jersey,] Pennsylvania, Hawaii, Iowa, Massachusetts, Arizona, Wisconsin, Idaho, [removed: Colorado,] [added: Arkansas, Indiana, Nebraska, Vermont,] the city of New York and the District of Columbia, as well as certain other jurisdictions.

For additional information, see NOTE [removed: 17] [added: 15] — Commitments and Contingencies - Legal Proceedings - Pay-to-Play in the notes to the consolidated financial statements.

Expedia Group's mission is to power global travel for everyone, everywhere.

We believe travel is a force for good.

Travel is an essential human experience that strengthens connections, broadens horizons and bridges divides.

The COVID-19 pandemic, and measures to contain the virus, including government travel restrictions and quarantine orders, have had a significant negative impact on the travel industry.

COVID-19 has negatively impacted consumer sentiment and consumer’s ability to travel, and many of our supply partners, particularly airlines and hotels, continue to operate at reduced service levels.

As the spread of the virus has been contained to varying degrees in certain countries, some travel restrictions have been lifted and consumers have become more comfortable traveling, particularly to domestic locations.

This has led to a moderation of the declines in travel bookings and in cancellation rates compared to the March and April 2020 time period.

However, travel booking volume remains significantly below prior year levels and cancellation levels remain elevated compared to pre-COVID levels.

The degree of containment of the virus, and the recovery in travel, has varied country by country.

During the recovery period, there have been instances where cases of COVID-19 have started to increase again after a period of decline, which in some cases impacted the recovery of travel in certain countries.

While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccine against new variants of the virus, may contribute to delays in economic recovery.

COVID-19 has also had broader economic impacts, including an increase in unemployment levels and reduction in economic activity, which could lead to recession and further reduction in consumer or business spending on travel activities, which may negatively impact the timing and level of a recovery in travel demand.

Broader, sustained negative economic impacts could also put strain on our suppliers, business and service partners which increases the risk of credit losses and service level or other disruptions.

Our financial and operating results for 2020 were significantly impacted due to the decrease in travel demand related to COVID-19.

We expect the impact to the overall travel market, and our business, to continue into 2021.

The full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business.

Prior to the onset of COVID-19, we began to execute a cost savings initiative aimed at simplifying the organization and increasing efficiency.

Following the onset of COVID-19, we accelerated execution on several of these cost savings initiatives and took additional actions to reduce costs to help mitigate the impact to demand from COVID-19 and reduce our monthly cash usage.

While some cost actions during COVID-19 are temporary and intended to minimize cash usage during this disruption, we expect to continue to benefit from the majority of the savings when business conditions return to more normalized levels.

Overall, we now expect annualized run-rate fixed cost savings of $700 to $750 million, and we continue to evaluate additional opportunities to increase efficiency and improve operational effectiveness across the Company.

In addition to the actions to reduce fixed costs, we are executing initiatives to reduce certain variable costs and improve our marketing efficiency.

As a result of these cost savings initiatives, we expect Adjusted EBITDA margins to increase compared to historical levels when revenue returns to more normalized levels.

This figure was estimated to reach approximately 50% in 2020, prior to the outbreak of COVID-19.

During 2020, we have increased our focus on opportunities to differentiate brands across customer and geographic segments, increase marketing efficiency, drive a higher proportion of transactions through direct channels and ultimately improve the balance of transaction growth and profitability.

As a result of the impact on travel demand from the COVID-19 outbreak, room nights declined 55% in 2020 as compared to growth of 11% in 2019 and 13% in 2018.

The timing of recovery in consumer sentiment on travel and on staying at hotels will be a factor in our level of room night growth, and as noted above, we expect that to vary by country.

During 2020, the year-over-year increase in ADRs for our Vrbo business remained elevated compared to years prior to the COVID-19 outbreak and Vrbo, which carries a higher ADR than hotels, accounted for a higher percentage of room nights due to the faster recovery in alternative accommodations during this period.

This was partially offset by declines in hotel ADRs.

The uncertain environment related to COVID-19, and the potential for a higher degree of discounting activity due to the lower travel demand, could result in continued hotel ADR declines for a period of time.

Similarly, fluctuations in supply and

demand for alternative accommodations, could impact ADRs for Vrbo.

In addition, travel restrictions and shift in consumer behavior during COVID-19 that impact the mix of our lodging bookings across geographies and types of accommodations could impact total ADRs.

Given these dynamics, it is difficult to predict ADR trends in the near-term.

As of December 31, 2020, our global lodging marketplace had over 2.9 million lodging properties available, including over 2 million online bookable alternative accommodations listings and approximately 880,000 hotels.

However, with certain travel restrictions and quarantine orders implemented due to COVID-19, current occupancy rates for hotels in the United States are at significantly reduced levels and ADRs could decline for a period of time.

In addition, other factors could pressure ADR trends, including the continued growth in hotel supply in recent years and the increase in alternative accommodation inventory.

The airline industry has been dramatically impacted by COVID-19.

As a result of the significantly reduced air travel demand due to government travel restrictions and the impact on consumer sentiment related to COVID-19, airlines have been operating with less capacity and passenger traffic has declined significantly.

During the third and fourth quarter of 2020, air passenger traffic declines further moderated and remained stable, but continue to lag the recover in lodging bookings.

The recovery in air travel remains difficult to predict, and may not correlate with the recovery in lodging demand.

Expedia Group is one of the world's largest travel companies.

The travel industry, including offline agencies, online agencies and other suppliers of travel products and services, has historically been characterized by intense competition, as well as rapid and significant change.

Generally, 2017 and 2018 represented years of continuing growth for the travel industry.

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.

hotel offers to their websites.

For additional detail regarding the competitive trends and risks we face, see Part I Item 1 Business - "Competition," and Part I, Item 1A, Risk Factors - "We operate in an increasingly competitive global environment.”

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.

In addition, the crowded online travel environment is now driving certain secondary and tertiary online travel companies to establish marketing agreements with global players in order to leverage distribution and technology capabilities while focusing resources on capturing traveler mind share.

Our room night growth has been healthy, with room nights growing 16% in 2017, 13% in 2018, and 11% in 2019.

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.

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

In addition, macroeconomic factors could also influence ADR trends.

In some international markets, hotel supply is being added at a faster rate as hotel owners and operators try to take advantage of opportunities in faster growing regions.

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

We have continued to add supply to our global lodging marketplace with nearly 1.6 million properties on our global websites as of December 31, 2019, including over 765,000 integrated Vrbo alternative accommodations listings.

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

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

Significant airline sector consolidation in the United States in recent years generally resulted in lower overall capacity and higher fares, which combined with the significant declines in fuel prices led to record levels of profitability for the U.S. air carriers, further strengthening their position.

However, in 2017 and into 2018, there was evidence of discounting by the U.S. carriers while currency headwinds and weaker macroeconomic trends put pressure on international results.

Starting in the second half of 2018, there has been evidence of modest fare increases.

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.

Ticket prices on Expedia Group websites declined 1% in 2017, increased 2% in 2018, and were flat in 2019.

Based on airline reports, demand for airline tickets seems to be strong, helping increase air revenue globally.

In 2018, trivago shifted its operational focus, reducing marketing spend to better balance revenue and profit growth.

This trend continued in 2019.

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

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Business Combinations

We assign the value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition.

Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.

When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets.

Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and trade names, and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

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

We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect to take in a future tax return.

Our exposure to market risk includes our long-term debt, our revolving credit [removed: facility,] [added: facilities,] derivative instruments and cash and cash equivalents, accounts receivable, intercompany receivables, investments, merchant accounts payable and deferred merchant bookings denominated in foreign currencies.

A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our [removed: 5.95%] Notes by approximately [removed: $2 million, our 2.5% Notes by approximately $8 million, our 4.5% Notes by approximately $11 million, our 5.0% Notes by approximately $21 million, our 3.8% Notes by approximately $35 million and our 3.25% Notes by approximately $51] [added: $191] million.

We maintain [removed: a $2 billion] revolving credit [removed: facility,] [added: facilities of $2 billion,] which [removed: bears] [added: bear] interest based on market rates plus a spread determined by our credit [removed: ratings.][added: ratings and/or certain financial metrics.]

Because our interest rate is tied to a market rate, we will be susceptible to fluctuations in interest rates if, consistent with our practice to date, we do not hedge the interest rate exposure arising from any borrowings under our revolving credit [removed: facility.][added: facilities.]

[removed: As] [added: While we had borrowings outstanding during 2020, as] of December 31, [removed: 2019 and 2018,] [added: 2020, consistent with December 31, 2019,] we had no revolving credit [removed: facility] [added: facilities] borrowings outstanding.

We conduct business in certain international markets, primarily in Australia, Canada, [removed: China] [added: China, the United Kingdom,] and the European Union.

As of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we had a net forward liability of [removed: $8] [added: $14] million [removed: included in accrued expenses] and [removed: other current liabilities and a net forward asset of $22 million] [added: $8 million, respectively,] included in [removed: prepaid] [added: accrued] expenses and other current [removed: assets.][added: liabilities.]

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: $29] [added: $5] 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 [added: and merchant accounts payable balances as of December 31, 2020.]

During [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] we recorded net foreign exchange rate [removed: losses] [added: gains] of approximately [removed: $34] [added: $71] million [removed: ($34] [added: ($2] million [removed: loss] [added: gain] excluding the contracts economically hedging our forecasted merchant revenue), 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) and 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).

In May 2020, we privately placed $2 billion of senior unsecured notes due May 2025 that bear interest at 6.25% and $750 million of senior unsecured notes due May 2025 that bear interest at 7.0%.

In July 2020, we privately placed $500 million of senior unsecured notes due December 2023 that bear interest at 3.6% and $750 million of senior unsecured notes due August 2027 that bear interest at 4.625%.

Additionally, the senior unsecured notes issued in May and July 2020 are subject to interest rate adjustments should our credit ratings be adjusted downwards, which would result in increased interest expense in the future.

The total estimated fair value of our Notes was approximately $9.1 billion and $5.1 billion as of December 31, 2020 and December 31, 2019.

The fair value was determined based on quoted market prices in less active markets and is categorized according as Level 2 in the fair value hierarchy.

In August 2010, we issued $750 million senior unsecured notes with a fixed rate of 5.95%.

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

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

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

The use of words such as [removed: “seek,” “opportunity,” “foreseeable,” “strategy,” “may,” “depends,” “could,”] “anticipates,” [added: “believes,” “could,”] “estimates,” “expects,” [added: “goal,”] “intends,” [removed: “plans”] [added: “likely,” “may,” “plans,” “potential,” “predicts,” “projected,” “seeks,” “should”] and [removed: “believes,”] [added: “will,” or the negative of these terms or other similar expressions,] among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements.

We are not under any obligation [added: to,] and do not intend [removed: to] [added: to,] publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

We seek to grow our business through a dynamic portfolio of travel brands, including our majority-owned subsidiaries, that feature a broad multi-product supply portfolio — with [removed: nearly 1.6] [added: over 2.9] million [removed: properties,] [added: lodging properties available,] including over [removed: 765,000 of Vrbo's over 2.1] [added: 2] million online bookable alternative accommodations [removed: listings, in 200 countries] [added: listings] and [removed: territories,] [added: approximately 880,000 hotels,] over 500 airlines, packages, rental cars, cruises, insurance, as well as activities and [removed: experiences.][added: experiences across 200 countries and territories.]

Travel suppliers distribute and market products via our desktop and mobile offerings, as well as through alternative distribution channels, our [removed: private label] business [added: partnerships] and our call centers in order to reach our [removed: extensive,] [added: extensive] global audience.

Our portfolio of [added: retail] brands [removed: includes:][added: include:]

[removed: | • | Expedia.com®,] [added: Brand Expedia is] a leading [removed: full service] [added: full-service] online travel brand with localized websites in over 40 [removed: countries; |][added: countries covering 27 languages offering a wide selection of travel products and services.]

As of December 31, [removed: 2019,] [added: 2020,] there were [removed: 137,075,799] [added: 138,073,922] shares of Expedia Group common stock and 5,523,452 shares of Expedia Class B common stock outstanding.

As of December 31, [removed: 2019,] [added: 2020,] 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 [removed: (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 [removed: “New Governance] [added: “Governance] Agreement”), Mr. Diller [removed: has] [added: had] 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 [removed: (any shares acquired pursuant to the Purchase/Exchange Right, the “Additional Shares”).][added: .]

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

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

Phocuswright [removed: estimates] [added: estimated] global travel spending, inclusive of alternative accommodations at approximately $1.9 trillion in [removed: 2020,] [added: 2020 prior to the onset of COVID-19] with an increasing share booked through online channels each year.

With our [removed: unmatched] [added: significant] global audience of travelers, and our deep and broad selection of travel products, there is a rich interplay between supply and demand in our global marketplace that helps us provide value to both travelers planning trips and supply partners wanting to grow their business through a better understanding of travel retailing and consumer demand in addition to reaching consumers in markets beyond their reach.

Our multi-brand strategy [added: and deep product and supply footprint] allows us to tailor offerings to target different types of consumers and travel needs, employ [removed: different business models] [added: geographic segmentation in markets around the world,] and [removed: address different markets,] [added: leverage brand differentiation,] among other benefits.

[removed: In addition,] [added: Additionally,] 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.

We also market to consumers through a variety of channels, including internet [removed: search and] [added: search,] metasearch and social media websites, and having multiple brands appear in search results also increases the likelihood of attracting [added: new] visitors.

Across the more than 20 years that Brand Expedia has been helping people travel with confidence and ease, [removed: the Company has] [added: we have] learned that travelers benefit when 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.

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

[added: -] *Vrbo.* Vrbo (previously HomeAway), operates an online marketplace for the alternative accommodations industry.

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

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

[removed: Expedia Partner Solutions' partners can access] [added: This includes connecting to] Expedia [removed: Group supply in the way that best suits their business, whether that is a fully customizable environment] [added: Group's travel content] through Expedia Partner Solutions’ API, [removed: *Rapid;*] [added: Rapid; adopting] one of Expedia Partner Solutions’ [added: customized] white label or co-branded ecommerce template solutions [removed: *Hotels.com] [added: Hotels.com] for [removed: partners*;] [added: partners;] or [removed: *Expedia.com] [added: Expedia.com] for [removed: partners;*] [added: partners;] or a powerful agent booking tool, [removed: *Expedia TAAP*.][added: Expedia TAAP.]

[added: -] *Egencia.* Our full-service travel management [removed: company] [added: company,] offers travel products and services to businesses and their corporate travelers.

Egencia provides, among other things, a global technology platform coupled with [removed: local telephone] assistance [removed: with] [added: from] expert travel consultants, relevant supply targeted at business travelers, and consolidated reporting for its clients.

Egencia charges its corporate clients account management fees, as well as transactional fees for [added: booking and fees for] various contacts made as part of the travel process.

[added: - *CheapTickets.*] Budget travel site CheapTickets gives customers more ways to save on their next trip with last minute deals and discounts, and event tickets to top concerts, theater, sporting events and more.

[added: - *ebookers.*] ebookers is a leading online [added: EMEA] travel agent [removed: in EMEA] offering travelers an array of travel options across flights, accommodations, packages, car hire providers and destination activities.

[added: -] *Travelocity.* Travelocity is a pioneer in the online travel industry and celebrated its 20th anniversary in 2016.

[added: -] *Hotwire.* Hotwire offers a travel booking service that matches flexible, value-oriented travelers with suppliers who have excess seats, rooms and cars they offer at lower rates than retail.

[added: -] *Wotif Group.* Wotif Group is a leading Australian online travel [removed: company,] [added: agent,] 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.

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

The online platform gives travelers access to price comparisons from [removed: more than 400] [added: hundreds of] booking websites for over [removed: 4.5] [added: 5.0] million hotels and other accommodations, including over [removed: 3.3] [added: 3.8] million units of alternative accommodations, in over 190 countries.

[added: -] *CarRentals.com.* CarRentals.com is an online car rental marketing and retail firm offering a diverse selection of car rentals direct to consumers.

[added: -] *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.

Expedia [removed: CruiseShipCenters] [added: Cruises] is North America’s leading cruise specialist, providing a full range of travel products through its network of independently owned retail travel franchises.

With over [removed: 290] [added: 285] points of sale across North America and a team of over [removed: 6,750] [added: 5,400] professionally-trained vacation consultants, the franchise company has been recognized as a top seller with every major cruise line and is consistently ranked as a top-rated franchise organization year after [removed: year.][added: year.*.*]

[added: - *Merchant Model.*] Under the merchant model, we facilitate the booking of hotel rooms, alternative accommodations, airline seats, car rentals and destination services from our travel suppliers and we are the merchant of record for such bookings.

[added: - *Agency Model.*] Under the agency model, we facilitate travel bookings and act as the agent in the transaction, passing reservations booked by the traveler to the relevant travel provider.

We receive commissions or ticketing fees from the travel supplier and/or [removed: traveler.][added: traveler; and]

COVID-19, and the volatile regional and global economic conditions stemming from it, and additional or unforeseen effects from the COVID-19 pandemic, could also give rise to or aggravate these risk factors, which in turn could materially adversely affect our business, financial condition, liquidity, results of operations (including revenues and profitability) and/or stock price.

Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations.

Expedia Group, Inc. is an online travel company, and our mission is to power global travel for everyone, everywhere.

We believe travel is a force for good.

Travel is an essential human experience that strengthens connections, broadens horizons and bridges divides.

We leverage our supply portfolio, platform and technology capabilities across an extensive portfolio of consumer brands, and provide solutions to our business partners, to empower travelers to efficiently research, plan, book and experience travel.

COVID-19

During 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry.

The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings.

While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery.

Overall, the full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward.

As we endeavor to power global travel for everyone, everywhere our focus is to: leverage our brand and supply strength, and our platform, to provide greater services and value to our travelers, suppliers and business partners, and generate sustained, profitable growth.

Leverage Brand and Supply Strength. We believe the strength of our brand portfolio and enhancements to product and service offerings, which when combined with our global scale and broad based supply, drive increasing value to customers and customer demand.

Our portfolio of brands, operated and organized by reportable segment are as follows:

*Retail.* Our Retail segment provides a full range of travel and advertising services to our worldwide customers through a number of consumer brands that target a variety of customer segments and geographic regions with tailored offerings.

- *Brand Expedia*.

- *Orbitz.* Orbitz is where all travelers are welcome and connects travelers to the world by providing the best planning tools and travel rewards just for going.

- *Expedia Cruises*.

*B2B.* Our B2B segment encompasses our Expedia Business Services organization, which has two components:

Expedia Partner Solutions' partners can benefit from Expedia Group technology and supply in the way that best suits their business.

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

Leverage Our Platform. Over the last year, Expedia Group shifted to a platform operating model with more centralized technology, product, data engineering and data science teams building services and capabilities that are leveraged across our business units to serve our end customers and provide value-add services to our travel suppliers.

This model enables us to

deliver more scalable services and operate more efficiently.

As we continue to evolve our platform infrastructure, our focus is on developing technical capabilities that support various travel products while using common applications and frameworks.

We believe this strategy will enable us to: build in parallel because of simpler, standard architecture; ship products faster; create more innovative solutions; and achieve greater scale.

Over time, as we enable domains around application development frameworks, we believe we can unlock additional platform service opportunities beyond our internal brands and other business travel partners.

For the year ended December 31, 2020, we had total revenue of $5.2 billion, with merchant, agency and advertising accounting for 63%, 24%, and 13% of total revenue, respectively.

Our long-term success and profitability depends on our continued ability to maintain and

We now manage our marketing investments holistically across the brand portfolio in our Retail segment to optimize results for the Company, and making decisions on a market by market and customer segment basis that we think are appropriate based on the relative growth opportunity, the expected returns and the competitive environment.

Travel Suppliers

and wholesalers of travel products and services, large online portals and search websites, certain travel metasearch websites, mobile travel applications, social media websites, as well as traditional consumer ecommerce and group buying websites.

Any such litigation, regardless of outcome or

Compliance with these laws, rules and regulation has not had, and is not expected to have, a material effect on our capital expenditures, results of operations and competitive position as compared to prior periods.

Human Capital Management

People, Company Culture and Total Rewards

At Expedia Group, our mission is to power global travel for everyone, everywhere.

We believe travel is a force for good, and we are committed to making it more accessible and enjoyable for everyone.

As of December 31, 2020, we have a team of 19,100 employees across more than 50 countries focused on using our extensive data and technology to create amazing travel experiences.

As of December 31, 2020, more than one third of our people work in technology roles.

Expedia Group, Inc. is an online travel company, empowering business and leisure travelers through technology with the tools and information they need to efficiently research, plan, book and experience travel.

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| • | Hotels.com®, a leading global lodging expert operating 90 localized websites in 41 languages with its award winning Hotels.com® Rewards loyalty program; |

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

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

| • | Egencia®, a leading corporate travel management company; |

| • | 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 great deals for spontaneous travel through its Hot Rate® offer; |

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

| • | Expedia® Group Media Solutions, the advertising division of Expedia Group that builds creative media partnerships and digital marketing solutions; |

| • | trivago®, a leading online hotel metasearch platform with websites in 54 countries worldwide; |

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

| • | CarRentals.com™, a premier online car rental booking company with localized websites in four countries; |

| • | Classic Vacations®, a top luxury travel specialist; |

| • | Expedia® CruiseShipCenters®, a provider of exceptional value and expert advice for travelers booking cruises and vacations through its network of more than 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 online and offline travel distributors. |

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

We believe the strength of our brand portfolio as well as our enhanced product offerings and new channel penetration drives customer demand, which when combined with our global scale and broad based supply, give us a unique advantage in addressing the ongoing migration of travel bookings from offline to online around the world.

Our primary growth drivers are global expansion, including of our supply portfolio, technology and product innovation, and continued penetration into emerging channels such as mobile applications.

Portfolio of Brands

Expedia Group operates a strong brand portfolio with global reach, targeting a broad range of travelers, travel suppliers and advertisers.

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 product offering.

*Brand Expedia.* Brand Expedia is a leading full-service online travel brand with localized websites in over 40 countries covering 27 languages offering a wide selection of travel products and services.

In addition, Egencia provides on-site agents to some corporate clients to provide in-house, seamless support.

We believe the corporate travel sector represents a significant opportunity for Expedia Group through Egencia’s compelling technology solution for businesses seeking to improve employees’ travel experiences and optimize travel costs by moving the focus of the corporate travel program to online and mobile services versus the traditional call center approach.

*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.

*Expedia Local Expert.* Our Expedia Local Expert network offers online and in-market concierge services, activities, experiences, attractions and ground transportation.

With access to a growing portfolio that now includes more than 210,000 tours and adventures, LX can be found on approximately 85 Expedia Group websites, and operates more than 200 concierge and activity desks in major resort destinations.

*Expedia CruiseShipCenters*.

*SilverRail Technologies, Inc.* SilverRail technology unites the ecosystem of rail carriers and travel distributors around the world’s most comprehensive rail search and booking platform.

The product suite spans the full customer experience: journey planning, booking, payment, ticketing, scheduling, pricing and inventory management, reporting and administration.

SilverRail's technology platform, SilverCore, is the world’s first unified platform for global rail distribution, connecting carriers and suppliers to both online and offline travel distributors.

Growth Strategy

*Global Expansion.* Our Brand Expedia, Hotels.com, Expedia Partner Solution and Egencia brands operate both domestically and through international points of sale, including in Europe, Asia Pacific, Canada and Latin America.

In addition, ebookers offers multi-product online travel reservations in Europe and the Wotif portfolio of brands are focused principally on the Australia and New Zealand markets.

The Vrbo portfolio offers alternative accommodations websites all around the world.

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, antitrust, consumer protection, securities laws] [added: rights] and other claims.

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: Vrbo,] [added: HomeAway,] 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 [added: (including tax, interest, and penalties) and/or declaratory relief.]

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

[removed: The] [added: Following a successful appeal by the defendant online travel companies to the Fifth Circuit, the] district court entered final judgment in favor of the defendant online travel companies [removed: on] [added: in] March [removed: 28, 2018,] [added: 2018] and [added: in June 2019 awarded] the defendants [removed: submitted their request for an award of] [added: approximately $2.25 million in] reimbursable costs.

[removed: That] [added: Plaintiffs’] appeal remains pending.

*Nassau County, New York Litigation.* [removed: On] [added: In] October [removed: 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.

[removed: On] [added: In] December [removed: 2,] 2016, the court granted defendants’ motion for summary judgment with respect to Nassau County’s claims on the grounds that the enabling statute for plaintiff’s tax ordinance did not impose a tax on defendants’ fees.

[removed: On] [added: In] March [removed: 22,] 2017, the court granted defendants’ motion for summary judgment against the additional intervenor plaintiffs.

*Pine Bluff, Arkansas Litigation.* [removed: On] [added: In] September [removed: 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 Orbitz, [removed: alleging that defendants failed to collect and/or pay taxes under hotel occupancy tax ordinances.]

[removed: The] [added: In February 2018, the trial] court [removed: denied defendants'] [added: granted plaintiffs’] motion [removed: to dismiss] [added: for summary judgment] and [removed: granted plaintiffs'] [added: denied defendants’] motion for [removed: class certification.][added: summary judgment on the issue of tax liability.]

On February [removed: 1, 2018,] [added: 9, 2021,] the trial court granted [removed: plaintiffs’ motion for summary judgment and denied defendants’] [added: the intervenor's] motion for [added: partial] summary judgment on [removed: the issue of tax] liability.

*State of Mississippi Litigation.* [removed: On] [added: In] December [removed: 29,] 2011, the State of Mississippi brought suit against a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz.

[removed: On] [added: In] October [removed: 19,] 2018, the court entered an agreed order dismissing the Consumer Protection Act [removed: claim.][added: claim and in July 2019, the trial court granted the State of Mississippi’s motion for summary judgment.]

The parties filed cross motions for [removed: partial] summary judgment [removed: and, on July 2, 2019,] [added: which] the [removed: trial] court [removed: granted the State of Mississippi’s motion and] denied [removed: the defendant's motion.][added: in November 2020.]

*Arizona Cities Litigation.* Tax assessments were issued in 2013 by 12 Arizona cities [removed: (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 [added: redetermination of the assessments.]

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

[removed: On] [added: *State of Louisiana/City of New Orleans Litigation.* In] August [removed: 24,] 2016, the State of Louisiana Department of Revenue and the city of New Orleans filed a lawsuit in Louisiana state court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia.

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

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

[removed: *Miami Dade] [added: *Broward] County, Florida Litigation.* [removed: On October 30, 2018, Miami-Dade] [added: In January 2019, Broward] County, Florida filed a lawsuit in Florida state court against HomeAway [removed: and Expedia] for a declaratory judgment and supplemental relief.

[removed: On] [added: In] March [removed: 29,] 2019, [removed: the] [added: HomeAway filed a motion to dismiss; thereafter, on March 8, 2019,] plaintiff [removed: county] filed an amended complaint.

At various times, the Company has also received notices of audit, or tax assessments from [removed: over 20 states or counties and over 80] [added: states, counties,] municipalities [added: and other local taxing jurisdictions] concerning its possible obligations with respect to state and local [added: taxes (e.g.] occupancy [removed: or other taxes.][added: taxes, business privilege taxes, excise taxes, sales taxes, etc.).]

[removed: *Buckeye Tree Lodge Lawsuit.* On] [added: In] August [removed: 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 putative class is comprised of hotels and other providers of overnight accommodations whose names appeared on the Expedia Group defendants’ websites with whom the defendants allegedly did not have a booking [removed: agreement during the relevant time period.]

[added: *Israeli Putative Class Action Lawsuit (Silis).*] In or around September 2016, a putative class action lawsuit was filed in the District Court in Tel Aviv, Israel against Hotels.com.

[added: *Israeli Putative Class Action Lawsuit (Ze’ev).*] In or around January 2018, a putative class action lawsuit was filed in the District Court in Lod, Israel against a number of online travel companies including Expedia, Inc. and Hotels.com.

The plaintiff has filed a motion for class certification which defendants [removed: will oppose.][added: have opposed.]

*Cases against HomeAway.com, Inc.* [removed: On] [added: In] March [removed: 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.

After a series of motions and appeals, three of the four lawsuits were dismissed and compelled to individual arbitration; one [removed: (*Kirkpatrick*)] [added: (Kirkpatrick)] is proceeding as a putative class action in the Texas federal district court.

[removed: On] [added: *Helms-Burton Litigation.* In] September [removed: 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 [removed: Solidary] [added: Solidarity] Act, also [removed: knowns] [added: known] as the Helms-Burton Act.

The complaint, filed by Marciela Mata, [removed: at] [added: et] 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.

It further alleges that Expedia, Inc., [removed: Hotels.com,] [added: Hotels.com] and Orbitz LLC trafficked in that property by facilitating reservations for travelers.

Between September 2019 and January 2020, [removed: two] [added: five] additional [added: actions (three putative] class actions and [removed: three] [added: two] individual [removed: actions] [added: actions)] alleging similar claims related to additional properties were filed (Glen v.

Expedia, [removed: Inc.] [added: Inc.,] et [removed: al;] [added: al.;] Trinidad v.

Expedia, Inc.; [removed: Dell] [added: Del] Valle, et al.

[removed: Four] [added: Five] of the actions are pending in the Southern District of Florida and one action is pending in [added: the] U.S. District Court of Delaware.

*In re Expedia Group, Inc. Stockholders [removed: Litigation*,] [added: Litigation.*] On August 12, 2019, the Delaware Court of Chancery granted a stipulated motion consolidating three lawsuits that had been filed by Expedia [added: Group] shareholders in the Delaware Court of Chancery in connection with the Company’s acquisition of Liberty Expedia Holdings, Inc. (“LEXE”): (1) [removed: *Teamsters] [added: Teamsters] Union Local No. 142 Pension Fund v.

[removed: al.*;] [added: al.;] (2) [removed: *Plaut] [added: Plaut] v.

Diller, et [removed: al.*;] [added: al.;] and (3) [removed: *Steamfitters] [added: Steamfitters] local 449 Pension Plan v.

*City of San Antonio, Texas Litigation*.

Plaintiffs appealed and the Fifth Circuit affirmed the district court’s cost award.

In September 2020, plaintiffs filed a petition for writ of certiorari to the United States Supreme Court with respect to the cost award, which the Court granted.

On December 23, 2020, the New York Supreme Court - Appellate Division affirmed the trial court's dismissal of the plaintiffs' claims.On January 26, 2021, plaintiffs filed a motion for leave to appeal to the New York Court of Appeals, which the defendants will oppose.

alleging that defendants failed to collect and/or pay taxes under hotel tax occupancy ordinances.

The matter is currently pending in the trial court on damages issues.

The prosecuting attorney for the Arkansas Sixth Judicial District filed a Complaint in Intervention, purportedly on behalf of the State of Arkansas, which the trial court granted, over defendants’ objections, in a February 2020 order.

The parties filed cross motions for summary judgment on the intervenor’s complaint in August 2020.

The matter is currently pending in the trial court on damages issues.

The matter is currently pending in the Arizona Tax Court on damages issues.

In January 2021, the Arizona Tax Court ordered the parties to participate in a Fair Limits Proceeding.

The court subsequently approved motions for leave to intervene filed by a number of Louisiana cities and local taxing authorities.

Trial of the matter is currently scheduled to begin in June 2021.

In September, 2020, the court granted the defendants’ motion for summary judgment, and dismissed all remaining claims (certain claims had previously been dismissed on a motion for judgment on the pleadings) by the plaintiff with prejudice.

Plaintiff filed a notice of appeal in October 2020, and that appeal remains pending.

*Jasper County Development District #1, Texas Litigation.* On August 17, 2020, Jasper County Development District # 1 filed a lawsuit in Texas state court against Expedia and HomeAway.

The complaint alleges claims for declaratory judgment, damages and an accounting.

*Buckeye Tree Lodge Lawsuit*.

agreement during the relevant time period.

The parties have reached a settlement in principle and are seeking court approval of the settlement.

The parties reached a settlement of the matter and the case was dismissed on December 18, 2020 thereby ending the matter.

The Mata action has been administratively adjourned until the parties agree to recommence the action and related jurisdictional discovery.

In March 2020, the Court granted Expedia’s motion to dismiss with prejudice in the Del Valle case.

The plaintiffs appealed that ruling to the U.S. Court of Appeals for the Eleventh Circuit and that appeal remains pending.

A hearing on defendants’ motion to dismiss in the *Glen* action was held on December 7, 2020 and that motion remains pending.

On January 5, 2021, Plaintiffs filed Amended Class Action Complaints in the Trinidad, and both Echevarria matters.

Expedia filed Motions to Dismiss in each matter on January 19, 2021 and those motions remain pending.

Diller et al.

On April 13, 2020, the court granted the SLC’s motion for an extension and extended the stay until September 11, 2020.

By letter dated September 10, 2020, the SLC informed the court that it had completed its investigation and sought a further extension of time until October 13, 2020, to finalize its investigative report and to file a

motion to dismiss the action.

That same day, the court granted the SLC’s motion and extended the stay until October 13, 2020.

On October 16, 2020, the court granted the SLC’s motion for a further extension of the stay until October 23, 2020.

On October 23, 2020, the SLC filed a motion to dismiss the action along with a report of the SLC’s investigation.

A public version of the SLC’s report was filed on October 30, 2020.

On December 11, 2020, pursuant to a scheduling order of the court, the SLC filed its opening brief in support of the motion to dismiss.

A public version of the SLC’s opening brief was filed on December 18, 2020.

The motion remains pending.

Matters Relating to Contractual Provisions with Accommodations Providers

However, certain related matters remain ongoing, including:

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

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

The jury also found that defendants were not liable for conversion or punitive damages.

On April 4, 2013, the court entered a final judgment holding the online travel companies liable for hotel occupancy taxes to counties and cities in the statewide class action.

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, including Orbitz, and the defendants appealed.

On November 29, 2017, the Fifth Circuit issued an opinion reversing the district court and rendering judgment for the defendant online travel companies, finding that the amounts charged by the defendants for their services are not subject to the hotel accommodations taxes at issue.

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.

Defendants appealed the class certification decision and, on October 10, 2013, the Arkansas Supreme Court affirmed that decision.

Defendants appealed, and the plaintiffs filed a motion to dismiss the appeal as premature.

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

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.

*State of Louisiana/City of New Orleans Litigation*.

The defendant online travel companies filed a motion for judgment on the pleadings seeking dismissal of plaintiffs’ common law and unfair trade practices claims.

On March 6, 2017, the court denied the motion.

Defendants' applications for a supervisory writ to appeal the court's decision were denied by the Louisiana Court of Appeals and the Louisiana Supreme Court.

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.

*Jefferson Parish, Louisiana Litigation*.

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.

*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.

The parties filed cross motions for summary judgment and, on January 23, 2019, the court granted defendants’ motion, finding that defendants are not responsible for the tax.

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

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

The lawsuit seeks a declaration that HomeAway is obligated to collect and remit transient rental taxes imposed by Miami-Dade County.

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 April 29, 2019, defendants filed a motion to dismiss that complaint.

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

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

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

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

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

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

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

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

[removed: Seattle, WA 98119][added: Seattle, WA 98119]

[removed: (206) 481-7200][added: (206) 481-7200]

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

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

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

| Large accelerated filer | | [added: | | | |] ☑ | | [added: | | | |] Accelerated filer | | [added: | | | |] ☐ | [added: | |]

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

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

As of June 30, [removed: 2019,] [added: 2020,] the aggregate market value of the registrant’s common equity held by non-affiliates was approximately [removed: $15,872,910,000.][added: $11,102,938,000.]

| Class | | [added: | | | |] Outstanding Shares at January [removed: 31, 2020] [added: 29, 2021] were approximately, | | | [added: | | |]

| Common stock, $0.0001 par value per share | | [removed: 134,465,673] | | [added: | | 138,341,099 | | |] shares | [added: | |]

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

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

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

For the Year [removed: Ended December] [added: Ended December] 31, [removed: 2019][added: 2020]

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

| Item 1 | [removed: [Business](#sEF01F2DE7F5851ABAB0FA5C136A44739)] | [removed: [1](#sEF01F2DE7F5851ABAB0FA5C136A44739)] | [added: [Business](#id7dc7f6887eb4ad5bf1c502f3f240ae9_13) | | | [1](#id7dc7f6887eb4ad5bf1c502f3f240ae9_13) | | |]

| Item 1A | [added: | |] [Risk [removed: Factors](#s1CA99358C7185206A3C346E36CDBD7A8)] [added: Factors](#id7dc7f6887eb4ad5bf1c502f3f240ae9_19)] | [removed: [9](#s1CA99358C7185206A3C346E36CDBD7A8)] | [added: | [9](#id7dc7f6887eb4ad5bf1c502f3f240ae9_19) | | |]

| Item 1B | [added: | |] [Unresolved Staff [removed: Comments](#s3A506EC56A2C522C9467FBA5B7765B2F)] [added: Comments](#id7dc7f6887eb4ad5bf1c502f3f240ae9_22)] | [removed: [27](#s3A506EC56A2C522C9467FBA5B7765B2F)] | [added: | [23](#id7dc7f6887eb4ad5bf1c502f3f240ae9_22) | | |]

| Item 2 | [removed: [Properties](#sFF21A36B374B5E3383C0DB326BC05B45)] | [removed: [27](#sFF21A36B374B5E3383C0DB326BC05B45)] | [added: [Properties](#id7dc7f6887eb4ad5bf1c502f3f240ae9_25) | | | [24](#id7dc7f6887eb4ad5bf1c502f3f240ae9_25) | | |]

| Item 3 | [added: | |] [Legal [removed: Proceedings](#sE90BC530574955B193BF19E68185CDF4)] [added: Proceedings](#id7dc7f6887eb4ad5bf1c502f3f240ae9_28)] | [removed: [27](#sE90BC530574955B193BF19E68185CDF4)] | [added: | [24](#id7dc7f6887eb4ad5bf1c502f3f240ae9_28) | | |]

| Item 4 | [added: | |] [Mine Safety [removed: Disclosures](#s93974B2B6D795EA5829205C5BD86DC1A)] [added: Disclosures](#id7dc7f6887eb4ad5bf1c502f3f240ae9_31)] | [removed: [33](#s93974B2B6D795EA5829205C5BD86DC1A)] | [added: | [28](#id7dc7f6887eb4ad5bf1c502f3f240ae9_31) | | |]

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

| Item 5 | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s038309BE00A9570798555AE64B7CD129)] [added: Securities](#id7dc7f6887eb4ad5bf1c502f3f240ae9_37)] | [removed: [33](#s038309BE00A9570798555AE64B7CD129)] | [added: | [28](#id7dc7f6887eb4ad5bf1c502f3f240ae9_37) | | |]

| Item 6 | [added: | |] [Selected Financial [removed: Data](#sA0EE3C90ABE65379A383E4E1A23E86F7)] [added: Data](#id7dc7f6887eb4ad5bf1c502f3f240ae9_40)] | [removed: [36](#sA0EE3C90ABE65379A383E4E1A23E86F7)] | [added: | [30](#id7dc7f6887eb4ad5bf1c502f3f240ae9_40) | | |]

| Item 7 | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s1B6053DEC6815EDF8E8CFF53216628F2)] [added: Operations](#id7dc7f6887eb4ad5bf1c502f3f240ae9_43)] | [removed: [36](#s1B6053DEC6815EDF8E8CFF53216628F2)] | [added: | [30](#id7dc7f6887eb4ad5bf1c502f3f240ae9_43) | | |]

| Item 7A | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s25565A04BD6155AA9CE00A2B18B4E99A)] [added: Risk](#id7dc7f6887eb4ad5bf1c502f3f240ae9_67)] | [removed: [54](#s25565A04BD6155AA9CE00A2B18B4E99A)] | [added: | [49](#id7dc7f6887eb4ad5bf1c502f3f240ae9_67) | | |]

| Item 8 | [added: | |] [Consolidated Financial Statements and Supplementary [removed: Data](#s60C417B0307552B2A713FC09F5CF0F29)] [added: Data](#id7dc7f6887eb4ad5bf1c502f3f240ae9_70)] | [removed: [56](#s60C417B0307552B2A713FC09F5CF0F29)] | [added: | [50](#id7dc7f6887eb4ad5bf1c502f3f240ae9_70) | | |]

| Item 9 | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sC804D8E9F7F95327B6D7A23CAB8BB959)] [added: Disclosure](#id7dc7f6887eb4ad5bf1c502f3f240ae9_73)] | [removed: [56](#sC804D8E9F7F95327B6D7A23CAB8BB959)] | [added: | [50](#id7dc7f6887eb4ad5bf1c502f3f240ae9_73) | | |]

| Item 9A | [added: | |] [Controls and [removed: Procedures](#s028C8FE80CFF5F1DA00D66CB2CBBA683)] [added: Procedures](#id7dc7f6887eb4ad5bf1c502f3f240ae9_76)] | [removed: [56](#s028C8FE80CFF5F1DA00D66CB2CBBA683)] | [added: | [51](#id7dc7f6887eb4ad5bf1c502f3f240ae9_76) | | |]

| Item 9B | [added: | |] [Other [removed: Information](#sB9368EE9C77E56FBB251656CF7369291)] [added: Information](#id7dc7f6887eb4ad5bf1c502f3f240ae9_79)] | [removed: [58](#sB9368EE9C77E56FBB251656CF7369291)] | [added: | [53](#id7dc7f6887eb4ad5bf1c502f3f240ae9_79) | | |]

| Part III | | | [added: | | | | | |]

| Item 10 | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s41D228A7C8CA52CA9B4C95954BC54D2B)] [added: Governance](#id7dc7f6887eb4ad5bf1c502f3f240ae9_85)] | [removed: [58](#s41D228A7C8CA52CA9B4C95954BC54D2B)] | [added: | [53](#id7dc7f6887eb4ad5bf1c502f3f240ae9_85) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [Signatures](#id7dc7f6887eb4ad5bf1c502f3f240ae9_106) | | | | | | [61](#id7dc7f6887eb4ad5bf1c502f3f240ae9_106) | | |

For the Year Ended December 31, 2020

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

The headquarters is approximately [removed: 600,000] [added: 650,000] square feet of office space.

In addition, we lease approximately [removed: 4.6] [added: 3.7] million square feet of office space worldwide in various cities and locations, pursuant to leases with expiration dates through May 2038, of which [removed: 1.7] [added: 1.2] million square feet is leased for domestic operations and [removed: 2.9] [added: 2.5] million for international operations.

As of January [removed: 31, 2020,] [added: 29, 2021,] there were approximately [removed: 2,729] [added: 2,628] holders of record of our common stock and the closing price of our common stock was [removed: $108.45] [added: $124.10] on Nasdaq.

As of January [removed: 31, 2020,] [added: 29, 2021,] all of our Class B common stock was held by Mr. Diller, Chairman and Senior Executive of Expedia Group.

In [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the Executive Committee, acting on behalf of the Board of Directors, declared the following [added: common stock] dividends:

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

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

| | [added: | |] February 6, 2019 | | [added: | | | |] $ | 0.32 | | | [added: | |] March 7, 2019 | | [added: | | | |] $ | 47 | | | [added: | |] March 27, 2019 | [added: | |]

| | [added: | |] May 1, 2019 | | [added: | | | |] 0.32 | | | | [added: | |] May 23, 2019 | | [added: | | | |] 48 | | | | [added: | |] June 13, 2019 | [added: | |]

| | [added: | |] July 24, 2019 | | [added: | | | |] 0.34 | | | | [added: | |] August 22, 2019 | | [added: | | | |] 50 | | | | [added: | |] September 12, 2019 | [added: | |]

| | [added: | |] November 6, 2019 | | [added: | | | |] 0.34 | | | | [added: | |] November 19, 2019 | | [added: | | | |] 50 | | | | [added: | |] December 12, 2019 | [added: | |]

| Year ended December 31, [removed: 2018:] [added: 2020:] | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | |]

During the quarter ended December 31, [removed: 2019,] [added: 2020,] 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: In 2018,] [added: During 2019, our Board of Directors, or] the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to [removed: 15] [added: 20] million outstanding shares of our common [added: stock and, during 2018, authorized a repurchase of up to 15 million shares of our common] stock.

As of December 31, [removed: 2019, 26.7] [added: 2020, there were approximately 23.3] million shares [removed: remain authorized for repurchase] [added: remaining] under the [added: 2018 and 2019 repurchase] authorizations.

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 [added: S&P 500.]

The graph assumes an investment of $100 in each of the above on December 31, [removed: 2014.][added: 2015.]

[removed: ][added: ]

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| | | | February 13, 2020 | | | | | | $ | 0.34 | | | | | March 10, 2020 | | | | | | $ | 48 | | | | | March 26, 2020 | | |

During 2020, we paid $75 million (or $62.47 per share of Series A Preferred Stock) of dividends on the Series A Preferred Stock.

During the second quarter of 2020, we suspended quarterly dividends on our common stock.

We do not expect to declare future dividends on our common stock, at least until the current economic and operating environment improves.

We did not make any purchases of our outstanding common stock during the quarter ended December 31, 2020.

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| | February 7, 2018 | | $ | 0.30 | | | March 8, 2018 | | $ | 46 | | | March 28, 2018 |

| | April 24, 2018 | | 0.30 | | | | May 24, 2018 | | 45 | | | | June 14, 2018 |

| | July 23, 2018 | | 0.32 | | | | August 23, 2018 | | 47 | | | | September 13, 2018 |

| | October 19, 2018 | | 0.32 | | | | November 15, 2018 | | 48 | | | | December 6, 2018 |

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

A summary of the repurchase activity for the fourth quarter of 2019 is as follows:

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

| | | (In thousands, except per share data) | | | | | | | | | | | |

| 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.

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

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

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

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

| Revenue | [added: | |] $ | [removed: 12,067] [added: 5,199] | | | [added: | |] $ | [removed: 11,223] [added: 12,067] | | | [added: | |] $ | [removed: 10,060] [added: 11,223] | | | [added: | |] $ | [removed: 8,774] [added: 10,060] | | | [added: | |] $ | [removed: 6,672] [added: 8,774] | |

| Operating income [added: (loss)] | [added: | | (2,719) | | | | | |] 903 | | | | [added: | |] 714 | | | | [removed: 625] | | [added: 625] | | [removed: 462] | | | | [removed: 414] [added: 462] | | |

| Net income [added: (loss)] attributable to Expedia Group, [removed: Inc.(1)] [added: Inc. common stockholders] | [added: | | (2,687) | | | | | |] 565 | | | | [added: | |] 406 | | | | [removed: 378] | | [added: 378] | | [removed: 282] | | | | [removed: 764] [added: 282] | | |

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

| Basic | [added: | |] $ | [removed: 3.84] [added: (19.00)] | | | [added: | |] $ | [removed: 2.71] [added: 3.84] | | | [added: | |] $ | [removed: 2.49] [added: 2.71] | | | [added: | |] $ | [removed: 1.87] [added: 2.49] | | | [added: | |] $ | [removed: 5.87] [added: 1.87] | |

| Diluted | [added: | | (19.00) | | | | | |] 3.77 | | | | [added: | |] 2.65 | | | | [removed: 2.42] | | [added: 2.42] | | [removed: 1.82] | | | | [removed: 5.70] [added: 1.82] | | |

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

| Basic | [added: | | 141,414 | | | | | |] 147,194 | | | | [added: | |] 149,961 | | | | [removed: 151,619] | | [added: 151,619] | | [removed: 150,367] | | | | [removed: 130,159] [added: 150,367] | | |

| Diluted | [added: | | 141,414 | | | | | |] 149,884 | | | | [added: | |] 152,889 | | | | [removed: 156,385] | | [added: 156,385] | | [removed: 154,517] | | | | [removed: 134,018] [added: 154,517] | | |

| Dividends declared per common share | [added: | |] $ | [removed: 1.32] [added: 0.34] | | | [added: | |] $ | [removed: 1.24] [added: 1.32] | | | [added: | |] $ | [removed: 1.16] [added: 1.24] | | | [added: | |] $ | [removed: 1.00] [added: 1.16] | | | [added: | |] $ | [removed: 0.84] [added: 1.00] | |

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

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

| Working [removed: deficit] [added: capital (deficit)] | [added: | |] $ | [removed: (2,979] [added: 228] | [removed: )] | | [added: | |] $ | [removed: (2,863] [added: (2,979)] | [removed: )] | | [added: | |] $ | [removed: (2,339] [added: (2,863)] | [removed: )] | | [added: | |] $ | [removed: (2,677] [added: (2,339)] | [removed: )] | | [added: | |] $ | [removed: (2,950] [added: (2,677)] | [removed: )] |

| Total assets | [added: | | 18,690 | | | | | |] 21,416 | | | | [added: | |] 18,033 | | | | [removed: 18,516] | | [added: 18,516] | | [removed: 15,778] | | | | [removed: 15,486] [added: 15,778] | | |

| Senior notes [removed: debt(2)] [added: debt(1)] | [added: | | 8,216 | | | | | |] 4,938 | | | | [added: | |] 3,717 | | | | [removed: 4,249] | | [added: 4,249] | | [removed: 3,159] | | | | [removed: 3,183] [added: 3,159] | | |

| Non-redeemable non-controlling [removed: interest(3)] [added: interest] | [added: | | 1,494 | | | | | |] 1,569 | | | | [added: | |] 1,547 | | | | [removed: 1,606] | | [added: 1,606] | | [removed: 1,561] | | | | [removed: 65] [added: 1,561] | | |

| Total stockholders’ equity | [added: | | 3,004 | | | | | |] 5,536 | | | | [added: | |] 5,651 | | | | [removed: 6,129] | | [added: 6,129] | | [removed: 5,693] | | | | [removed: 4,930] [added: 5,693] | | |

[removed: | (2) | Includes] [added: (1)Includes] current and long-term portion of senior notes. [removed: |]

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| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

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| (1) | On May 22, 2015, we completed the sale of our 62.4% ownership stake in eLong, Inc. We recognized an after tax gain of $395 million (or $509 million pre-tax gain) during 2015. |

| (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. |

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 (Co-Principal Executive Officer), Vice Chairman (Co-Principal] [added: Executive, Chief] Executive [removed: Officer)] [added: Officer] and [removed: Acting] Chief Financial [removed: Officer (Principal Financial Officer),] [added: 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: Vice Chairman] [added: Chief Executive Officer] and [removed: Acting] Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Based on this evaluation, management has concluded that, as of December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] as stated in their report which is included below.

[removed: The] [added: To the Stockholders and the] Board of Directors [removed: and Stockholders][added: of Expedia Group, Inc.]

We have audited Expedia Group, Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal [removed: Control-Integrated] [added: 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: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] and the related notes and our report dated February [removed: 13, 2020] [added: 11, 2021] expressed an unqualified opinion thereon.

February 11, 2021

Expedia Group, Inc.

February 13, 2020

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: 2020] [added: 2021] annual meeting of stockholders (the [removed: “2020] [added: “2021] 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: 2019.][added: 2020.]

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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the caption “Audit Committee Report” in the [removed: 2020] [added: 2021] Proxy Statement and incorporated herein by reference.

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

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

| 1.1 | | [added: | | | |] [Underwriting Agreement, dated as of May 28, 2015, Expedia, Inc., as Issuer, the Guarantors party thereto, and BNP Paribas, Goldman, Sachs & Co., J.P. Morgan Securities plc, as Representatives of the several Underwriters (relating to the Fourth Supplemental Indenture on Exhibit 4.6)](http://www.sec.gov/Archives/edgar/data/1324424/000119312515211303/d935936dex11.htm) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 000-51447 | | [added: | | | |] 1.1 | | [added: | | | |] 6/3/2015 | [added: | |]

| 2.1 | | [added: | | | |] [Share Purchase Agreement, dated as of December 21, 2012, by and among Expedia, Inc., trivago GmbH, a wholly owned subsidiary of Expedia and the shareholders of trivago GmbH party thereto.](http://www.sec.gov/Archives/edgar/data/1324424/000119312512511867/d455840dex21.htm) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 000-51447 | | [added: | | | |] 2.1 | | [added: | | | |] 12/21/2012 | [added: | |]

| 2.2 | | [added: | | | |] [Shareholders Agreement, dated as of December 21, 2012 by and among trivago GmbH, Expedia, Inc., a wholly owned subsidiary of Expedia and certain shareholders of trivago GmbH.](http://www.sec.gov/Archives/edgar/data/1324424/000119312512511867/d455840dex22.htm) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 000-51447 | | [added: | | | |] 2.2 | | [added: | | | |] 12/21/2012 | [added: | |]

| [removed: 2.5] [added: 2.3] | | [added: | | | |] [Share Purchase Agreement, dated May 22, 2015, by and among Expedia, Inc., Expedia Asia Pacific - Alpha Limited, Ctrip.com International, Ltd., C-Travel International Limited, Luxuriant Holdings Limited, Keystone Lodging Holdings Limited and Plateno Group Limited](http://www.sec.gov/Archives/edgar/data/1324424/000119312515197866/d930244dex21.htm) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 000-51447 | | [added: | | | |] 2.1 | | [added: | | | |] 5/22/2015 | [added: | |]

| [removed: 2.6] [added: 2.4] | | [added: | | | |] [Agreement and Plan of Merger by and among Expedia Group, Inc., LEMS II Inc., LEMS I LLC and Liberty Holdings, Inc., dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex2-1.htm) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 001-37429 | | [added: | | | |] 2.1 | | [added: | | | |] 4/16/2019 | [added: | |]

| [removed: 2.7] [added: 2.5] | | [added: | | | |] [Amendment No. 1 to Agreement and Plan of Merger, by and among Expedia Group, Inc., LEMS I LLC, LEMS II Inc. and Liberty Holdings, Inc., dated as of June 5, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119010455/nc10002414x1_ex2-1.htm) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 001-37429 | | [added: | | | |] 2.1 | | [added: | | | |] 6/5/2019 | [added: | |]

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

| 3.2 | | [added: | | | |] [Amended and Restated By-Laws of Expedia Group, Inc. dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex3-1.htm) | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 001-37429 | | [added: | | | |] 3.1 | | [added: | | | |] 4/16/2019 | [added: | |]

| 4.1 | | [added: | | | |] [Indenture, dated as of August [removed: 5, 2010,] [added: 18, 2014,] among Expedia, [removed: Inc., as Issuer, the] [added: Inc.,](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex41.htm) [the] Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee, governing Expedia, Inc.’s 5.95% Senior Notes due 2020](http://www.sec.gov/Archives/edgar/data/1324424/000119312510184947/dex41.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex41.htm)] | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 000-51447 | | [added: | | | |] 4.1 | | [removed: 8/10/2010] | [added: | | | 8/18/2014 | | |]

| [removed: 4.2] [added: 4.3] | | [removed: [Ninth] [added: | | | | [Fourth] Supplemental Indenture, dated as of [removed: September 30, 2016,] [added: June 3, 2015,] among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1324424/000119312516728698/d151013dex41.htm)] [added: Trustee, governing](http://www.sec.gov/Archives/edgar/data/1324424/000119312515211303/d935936dex42.htm) [the](http://www.sec.gov/Archives/edgar/data/1324424/000119312515211303/d935936dex42.htm) [2.500% Senior Notes due 2022](http://www.sec.gov/Archives/edgar/data/1324424/000119312515211303/d935936dex42.htm)] | | | | [added: | | | | | | | |] 8-K | | [removed: 001-37429] | | [removed: 4.1] | | [removed: 10/3/2016] [added: 000-51447] | [added: | | | | | 4.2 | | | | | | 6/3/2015 | | |]

| [removed: 4.3] [added: 4.2] | | [removed: [Indenture,] [added: | | | | [First Supplemental Indenture,] dated as of August 18, 2014, among Expedia, Inc., [removed: as Issuer,] the Subsidiary Guarantors [removed: from time to time parties] [added: party] thereto and The Bank of New York [removed: Mellon] Trust Company, N.A., as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex41.htm)] [added: Trustee, governing](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex42.htm) [the](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex42.htm) [4.500% Senior Notes due 2024](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex42.htm)] | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 000-51447 | | [removed: 4.1] | | [added: | | 4.2 | | | | | |] 8/18/2014 | [added: | |]

| 4.4 | | [removed: [First Supplemental Indenture,] [added: | | | | [Indenture,] dated as of [removed: August 18, 2014,] [added: December 8, 2015,] among Expedia, Inc., [added: as Issuer,] the Subsidiary Guarantors [removed: party] [added: from time to time parties] thereto and The Bank of New York [added: Mellon] Trust Company, N.A., as Trustee, [removed: governing Expedia, Inc.’s 4.500%] [added: governing](http://www.sec.gov/Archives/edgar/data/1324424/000119312515397400/d103545dex41.htm) [the](http://www.sec.gov/Archives/edgar/data/1324424/000119312515397400/d103545dex41.htm) [5.000%] Senior Notes due [removed: 2024](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex42.htm)] [added: 2026](http://www.sec.gov/Archives/edgar/data/1324424/000119312515397400/d103545dex41.htm)] | | | | [added: | | | | | | | |] 8-K | | [removed: 000-51447] | | [removed: 4.2] | | [removed: 8/18/2014] [added: 001-37429] | [added: | | | | | 4.1 | | | | | | 12/8/2015 | | |]

| 4.6 | | [added: | | | |] [Indenture, dated as of [removed: December 8, 2015,] [added: September 19, 2019,] among [removed: Expedia,] [added: Expedia Group,] Inc., [removed: as Issuer, the Subsidiary Guarantors from] [added: the](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm) [Subsidiary](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm) [G](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)[uarantors](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm) [from] time to [removed: time parties thereto] [added: time](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm) [part](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)[ies](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm) [thereto] and [removed: The] [added: U.S.] Bank [removed: of New York Mellon Trust Company, N.A., as] [added: National Associatio](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)[n](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)[,](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm) [as] Trustee, governing [removed: Expedia, Inc.’s 5.000% Senior] [added: the 3.25%](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm) [Senior] Notes due [removed: 2026](http://www.sec.gov/Archives/edgar/data/1324424/000119312515397400/d103545dex41.htm)] [added: 2030](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)[.](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)] | | | | [added: | | | | | | | |] 8-K | | [added: | | | |] 001-37429 | | [added: | | | |] 4.1 | | [removed: 12/8/2015] | [added: | | | 9/20/2019 | | |]