Expedia Group (EXPE) 10-K risk factor changes: FY2021 vs FY2020

The COVID-19 pandemic has severely restricted the level of economic activity around the world, [removed: and is continuing to have] [added: had] an unprecedented effect on the global travel [removed: industry.][added: industry and materially and negatively impacted our business, financial results and financial condition.]

Individuals’ ability to travel has [added: also] 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 [removed: many countries have begun] the process of vaccinating their residents against [removed: COVID-19,] [added: COVID-19 is underway in many countries, with various levels of success,] the large scale and challenging logistics of distributing the vaccines, [added: the unavailability of vaccines in many regions, the impact of vaccine hesitancy,] as well as uncertainty over the efficacy of the vaccine against new variants of the [removed: virus] [added: virus,] may [added: all] contribute to delays in economic recovery, particularly for the travel industry.

The measures implemented to contain the COVID-19 pandemic [removed: initially] [added: have at times] led to [removed: unprecedented] [added: significantly heightened] 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 [removed: pandemic.][added: pandemic and will continue to adapt our cancellation policies as the situation evolves.]

[added: 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.

The pandemic has impeded global economic activity for an extended period and could continue to do so, even as restrictions are [removed: lifted,] [added: moderated or lifted and vaccines become more widely distributed,] 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 particular, we may need to [removed: adjust] [added: adapt] to a travel industry with fewer and different suppliers as well as structural changes to certain types of travel.

The market for the services we offer is [removed: increasingly and] intensely competitive.

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

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

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

There could be a material adverse impact on our business and financial performance to the extent that Google [removed: uses] [added: continues to use] 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 [removed: their] [added: its] own website, or promote [removed: their] [added: its] own competing products by placing [removed: their] [added: its] own offerings at the top of organic search results.

In addition, some metasearch websites have [removed: added or intend] [added: looked] to add various forms of direct or assisted booking functionality to their sites in direct competition with certain of our brands.

[removed: We] [added: In general, increased competition has resulted in, and may continue to result in, reduced margins, as well as loss of travelers, transactions and brand recognition and we] cannot assure you that we will be able to compete successfully against any current, emerging and future competitors or on platforms that may emerge, or [removed: provide] [added: offer] differentiated products and services to our [removed: traveler base.][added: travelers.]

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, [added: labor shortages, whether due to the impact of the COVID-19 pandemic or otherwise,] bankruptcies or liquidations, increased incidents of actual or threatened terrorism, [removed: uncertainties and effects of Brexit,] natural disasters, travel-related accidents or grounding of aircraft due to safety concerns, [removed: changes in regulations, policies or conditions related to sustainability] and [removed: climate change, and] changes to visa and immigration requirements or border control policies.

Our substantial indebtedness, [removed: particularly following] the [removed: 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, as was the case in 2020, our merchant hotel business [removed: declined further,] [added: declines,] it would likely result in further pressure on our working capital cash balances, cash flow over time and liquidity.

As of December 31, [removed: 2020,] [added: 2021,] we have outstanding long-term indebtedness, excluding current maturities, with a face value of [removed: $8.3] [added: $7.8] billion and we have revolving credit facilities with outstanding commitments totaling $2.0 billion, which is essentially untapped.

In addition, our revolving credit facilities require that we meet certain financial tests, including a [removed: minimum liquidity test, and starting at the end of 2021, a] leverage ratio test.

Any failure to comply with the restrictions of our credit [removed: facility] [added: facilities] or any agreement governing our other indebtedness (including the indentures governing our outstanding senior notes) may result in an event of default under those agreements.

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 including obligations to implement enhanced authentication processes, such as the EEA’s Revised Payment Services Directive (“PSD2”), which [removed: began being enforced] [added: came into effect] on January 1, 2021.

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

[removed: These] [added: Upon the occurrence of specified events, including material adverse changes in our financial condition, these] agreements [added: may] allow [removed: these] [added: the] payment [removed: processors, under certain conditions,] [added: processors] to [removed: hold an] [added: withhold a significant] amount of our cash (referred to as a [removed: “holdback”) or] [added: “holdback”),] require us to otherwise post security equal to a portion of bookings that have been processed by [removed: that company.][added: provider, or suspend their processing services.]

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

*Payment Card Networks.* The payment card [removed: networks] [added: networks,] such as Visa, MasterCard and American Express, may increase [removed: in] the [removed: future, the] interchange fees and assessments that they charge for each transaction that accesses their [removed: networks,] [added: networks] and may impose special fees or assessments on [removed: any] such [removed: transaction.][added: transactions.]

Our payment processors have the right to pass any increases in interchange fees and assessments on to us, which could [added: significantly] increase our costs and thereby adversely affect our financial performance.

Our ability to detect and combat fraudulent schemes, which have become increasingly common and sophisticated, may be negatively impacted by the adoption of new payment methods, the emergence and innovation of new technology [removed: platforms, including] [added: platforms (such as historically occurred with the introduction of] smartphones, tablet computers and in-home [removed: assistants,] [added: assistants),] and our global expansion, including into markets with a history of elevated fraudulent activity.

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, we may [added: also] be subject to [added: significant] fines and higher transaction fees or [added: payment card networks may revoke our access to their networks meaning we would] be unable to continue to accept card [removed: payments because payment card networks] [added: payments, either of which could] have [removed: revoked our access to their networks, and] [added: a material adverse effect on] our results of operations and financial [removed: positions could be materially adversely affected.][added: positions.]

[removed: In addition,] [added: For example,] when onboarding suppliers to our websites, we may fail to identify falsified or stolen supplier credentials, which may result in fraudulent bookings or unauthorized access to personal or confidential information of users of our websites and mobile applications.

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 growth or prevent our [added: ability to compete effectively in certain markets.]

Certain international markets in which we operate have lower margins than more mature markets, which could have a negative impact on our overall margins [removed: as] [added: if the proportion of] our [removed: revenues] [added: overall revenue] from these markets grow over time.

We have acquired, invested in, divested or entered into significant commercial arrangements with a number of businesses in the past, and our future [removed: growth] [added: success] may depend, in part, on such transactions, any of which could be material to our financial condition and results of operations.

| • | | | Use of cash resources and incurrence of debt and contingent liabilities in funding and after consummating [removed: acquisitions, including with regard to future payment obligations in connection with put/call rights,] [added: acquisitions] may limit other potential uses of our cash, including stock repurchases, dividend payments and retirement of outstanding indebtedness; | | |

| • | | | Difficulties and expenses in assimilating [added: or separating, as] the [added: case may be, the] operations, products, technology, privacy protection systems, information systems or personnel of [removed: the] [added: an] acquired [added: or divested company, including in the case of a divestiture our reliance on performance by the acquiring] company; | | |

We rely on the performance of [removed: highly skilled personnel] [added: our employees] and, if we are unable to retain or motivate [removed: key personnel] [added: our current employees] or hire, retain and motivate qualified [added: new] personnel, our business would be harmed.

Our performance is largely dependent on the talents and efforts of [removed: highly skilled individuals.][added: our employees.]

In [removed: particular,] [added: addition,] the contributions of Barry Diller, our Chairman and Senior Executive, [removed: and] Peter Kern, our Vice Chairman and Chief Executive Officer, [added: as well as other members of our travel leadership team] are critical to the overall management of the company.

Competition for well-qualified employees [added: is intense] in [removed: certain aspects of our business,] [added: almost all categories,] including [added: for] software engineers, developers, product management personnel, development personnel, and other technology professionals, [removed: also remains intense.][added: and in all geographies.]

In February 2020, we announced our intention to pursue operating cost savings by further simplifying our organization, streamlining priorities and operating more [added: efficiently.]

Since the first quarter of 2020, the governments of many countries, states, cities and other geographic regions have implemented, and continue to implement, a variety of containment measures, including travel restrictions, bans and advisories, instructions to practice social distancing, curfews, quarantine advisories, including quarantine restrictions after travel in certain locations, “shelter-in-place” orders, required closures of non-essential businesses, vaccination mandates or requirements for businesses to confirm employees’ vaccination status, and other restrictions.

During the course of the pandemic, governments have implemented additional containment measures in response to new variants of the virus, including most-recently in response to the Omicron variant.

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We operate in an intensely competitive global environment and we may be unable to compete successfully with our current or future competitors.

*Corporate travel management service providers.* By virtue of our minority ownership stake in, and long-term supply

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agreement with, GBT, we compete indirectly with online and traditional corporate travel providers, as well as vendors of corporate travel and expense management software and services.

Our brands also compete to attract unmanaged business travelers.

Some of our competitors may also have other significant advantages, such as greater financial resources or name recognition, more favorable corporate structures, or a broader global presence, among others.

Our businesses may also be negatively impacted by direct and indirect impacts of climate change.

Direct effects may include disruptions to travel due to more frequent or severe storms, hurricanes, flooding, rising sea levels, shortages of water, droughts and wildfires, and indirect effects may include new travel-related regulations, policies or conditions related to sustainability and climate change concerns.

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In addition, we have not broadly adopted certain protective capabilities across our platform, such as mobile application-based

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multi-factor authentication or third-party identify verification, which approach could result in significantly increased fraudulent activity on our platform in the future.

In addition, we may be subject to fraudulent supplier schemes.

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The competition for talent is also exacerbated by an increased willingness of certain companies to offer flexible and remote working policies, which expands the pool of candidates from which our competitors may attract talent.

This could continue in the future due to other companies recruiting and hiring our employees, an actual or perceived slower pace of recovery of the travel industry as a result of the COVID-19 pandemic than other industries and other factors beyond our control.

If we do not succeed in attracting and retaining well-qualified employees, our business, our ability to execute and innovate, our competitive position, and results of operations would be adversely affected.

The current labor market is highly competitive and our personnel expenses to attract and retain key talent are increasing and may increase further, which may adversely affect our results of operations.

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bankruptcy proceeding, and the receipt and remittance of payments via such counterparties would be severely limited or cease.

These new and evolving regulatory schemes add significant compliance risks to our business, including the risk of fines for noncompliance, as well as substantial internal costs and the allocation of resources to develop new internal compliance systems and processes.

These obligations include verification of registration status of properties and the ongoing provision of information to governments about short-term rental owners and operators and requirements to withhold and report taxable income to governments.

We may also remove properties from our websites if alternative accommodation owners or operators do not provide information we require to comply with applicable regulations.

We are not in a position to eliminate risks, such as personal injury, robbery or other harm, at alternative accommodation properties and we do not inspect or verify safety, such as fire code compliance or the presence of carbon monoxide detectors, which could result in claims of liability based on events occurring at properties listed on our platforms.

We have also experienced instances where properties listed on our sites are copied and travelers booking these properties outside of our websites are the subject of fraudulent requests for payment.

In other cases, travelers have been asked to pay for their booking of properties listed on our website directly to the alternative accommodation operator and outside of our website, resulting in loss of revenue for us and increased risk of fraud for the traveler.

Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses,

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The OECD continues to develop the technical and implementation details of the approach for future adoption by jurisdictions.

However, certain territories have agreed to withdraw these digital service taxes once the OECD’s two-pillar approach has been implemented.

Effective trademark, domain name, copyright, patent

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In addition, as a result of our efforts to migrate key portions of our platform functionality to AWS, we now depend on the availability of AWS’s services and any incident affecting AWS’s infrastructure and availability, which have occurred a number of times in the recent past, could adversely affect the availability of our platform and our ability to serve our customers, which

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.

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.

We also may be negatively impacted by the

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.

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.

We operate in an increasingly competitive global environment.

*Corporate travel management service 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.

Some of these competitors may have more financial resources, greater name recognition, well-established client bases, differentiated business models or a broader global presence, which may make it difficult for us to retain or attract new corporate travel clients.

In general, increased competition has resulted in and may continue to result in reduced margins, as well as loss of travelers, transactions and brand recognition.

In addition, the interest rate payable on our $1.2 billion of 9.5% Series A Preferred Stock could increase by 100 to 300 basis points if, as a result of additional borrowings, our leverage ratio under the credit agreement exceeds 5 to 1.

These 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.

our liquidity.

ability to compete effectively in certain markets.

Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

For example, restrictions on travel related to the COVID-19 pandemic may negatively affect our ability to attract and retain employees on a global basis.

In addition, many of the laws that

losses.

While it is possible that Mr. Diller may at some point in the future beneficially own more than 50% of the outstanding voting power of Expedia Group, the provisions of the Governance Agreement and Expedia Group’s amended and restated certificate of incorporation provide that, subject to limited exception, no current or future holder of Original Shares may participate in, or vote in favor of, or tender shares into, any change of control transaction involving at least 50% of the outstanding shares or voting power of capital stock of Expedia Group, unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Expedia Group Class B common stock and shares of Expedia Group common stock.

Additionally, the Governance Agreement does not provide Mr. Diller with any consent rights over corporate actions or matters.

of the entire Board of Directors and (2) 80% of the voting power of Expedia Group’s outstanding voting securities, voting together as a single class.

This section of this Form 10-K generally discusses the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year over year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussions of the year ended December 31, [removed: 2018] [added: 2019] items and the year over year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] 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: 2019.][added: 2020 ("2020 Form 10-K").]

As the spread of the virus has been contained to varying degrees in certain [removed: countries, some] [added: countries during different times,] travel restrictions have been lifted and consumers have become more comfortable traveling, particularly to domestic locations.

This [removed: has] led to a moderation of the declines in travel bookings and in cancellation rates [removed: compared to the March and April 2020 time period.][added: at certain points in 2021.]

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

Our financial and operating results for [removed: 2020] [added: 2021] were significantly impacted due to the [added: continued] decrease in travel demand related to COVID-19.

[removed: Overall,] [added: We also believe] we [removed: now expect annualized run-rate fixed cost savings of $700 to $750 million,] [added: have improved our marketing efficiency] and [removed: we] continue to evaluate additional opportunities to increase efficiency and improve operational effectiveness across the Company.

Increased usage and familiarity with the internet [removed: are driving] [added: has continued to drive] rapid growth in online penetration of travel expenditures.

Online penetration [added: is higher in the U.S. and European markets with online penetration] rates in the emerging markets, such as Asia Pacific and Latin American regions, [removed: are] [added: historically] lagging behind [removed: that of the United States and Europe.][added: those regions.]

[removed: These] [added: The emerging market] penetration rates increased over the past few years, and are expected to continue growing, which presents an attractive growth opportunity for our business, while also attracting many competitors to online travel.

[removed: We have recently] [added: In 2020, we] shifted to managing 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.

During 2020, we [removed: 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 percentage of our total worldwide revenue in [removed: 2020,] [added: 2021,] lodging accounted for [removed: 78%.][added: 75%.]

As a result of the impact on travel demand from the COVID-19 outbreak, room nights [removed: declined 55%] [added: grew 35%] in [removed: 2020] [added: 2021] as compared to [added: a decline 55% in 2020 and a] growth of 11% in [removed: 2019 and 13% in 2018.][added: 2019.]

[removed: Average Daily Rates (“ADRs”)] [added: ADRs] for rooms booked on Expedia Group websites [removed: increased 5% in 2018,] decreased 1% in 2019, [removed: and] increased 3% in [removed: 2020.][added: 2020, and increased 20% in 2021.]

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

As of December 31, [removed: 2020,] [added: 2021,] our global lodging marketplace had [removed: over 2.9] [added: approximately 3] million lodging properties available, including over 2 million online bookable alternative accommodations listings and approximately [removed: 880,000] [added: 875,000] hotels.

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

Air ticket volumes increased [removed: 5% in 2018 and] 7% in 2019, [removed: and] declined 63% in [removed: 2020.][added: 2020, and increased 43% during 2021.]

As a percentage of our total worldwide revenue in [removed: 2020,] [added: 2021,] air accounted for [removed: 2%.][added: 3%.]

In [removed: 2020,] [added: 2021,] we generated [removed: $405] [added: $603] million of advertising and media revenue, a [removed: 63% decline] [added: 49% increase] from [removed: 2019,] [added: 2020,] representing [removed: 8%] [added: 7%] of our total worldwide revenue.

[added: Given the decline in travel demand related to COVID-19, online travel agencies] dramatically reduced marketing spend, including on trivago, and given the uncertain duration and impact of COVID-19 it is difficult to predict when spend will recover to normalized levels.

In response, [added: in 2020,] trivago [removed: has] significantly reduced its marketing spend and [removed: taken] [added: took] additional actions to lower operating [removed: expenses.][added: expenses, which continued throughout 2021.]

We expect trivago to continue to experience [removed: significant] pressure on revenue and profit until online travel agencies and other hotel suppliers [removed: begin to] see consumer demand that warrants [removed: an increase] [added: increasing] in [removed: marketing spend.][added: their advertising spend with trivago.]

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

[removed: Seasonal trends were more normalized during the second half of the year, but it is] [added: It remains] difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery.

We [added: currently] offer certain internally administered traveler loyalty programs to our [removed: customers,] [added: travelers,] such as our Hotels.com Rewards program, our Expedia Rewards program and our Orbitz Rewards program.

Expedia Rewards enables participating travelers to earn points on all hotel, flight, package and activities made on [removed: over 40] [added: various] Brand Expedia websites.

Orbitz Rewards allows travelers to earn Orbucks, the currency of Orbitz Rewards, on flights, hotels and vacation [removed: packages and instantly redeem those Orbucks on future bookings at various hotels worldwide.]

If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets [removed: over the remaining economic life of the primary asset in the asset group.]

For additional information on our goodwill and intangible asset impairments recorded in [added: 2021 and] 2020, see NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements.

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

[added: 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.

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

[removed: Vrbo is] [added: We are] an intermediary between a traveler and a party renting an alternative accommodations property and we believe [removed: is] [added: are] similarly not liable for such taxes.

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

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: $58] [added: $50] million as of December 31, [removed: 2020] [added: 2021] and [removed: $48] [added: $58] million as of December 31, [removed: 2019.][added: 2020.]

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, Arkansas, Indiana, Maine, Nebraska, Vermont, [added: Mississippi, Virginia,] 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, Pennsylvania, Hawaii, Iowa, Massachusetts, Arizona, Wisconsin, Idaho, Arkansas, Indiana, Nebraska, Vermont, [added: Colorado, Mississippi, Virginia,] the city of New York and the District of Columbia, as well as certain other jurisdictions.

For additional [removed: information,] [added: information on these and other transactions,] see NOTE [removed: 15 — Commitments and Contingencies - Legal Proceedings - Pay-to-Play] [added: 16 – Divestitures] in the notes to the consolidated financial statements.

However, travel bookings remain below and cancellation rates still remain elevated compared to pre-COVID levels due largely to the most recent Omicron variant.

Additionally, there continues to be uncertainty over the impact of the Omicron or other new variants of the virus, including the efficacy of the vaccines against such variants, which has contributed, and may continue to contribute, to delays in economic recovery.

In 2021, we successfully achieved the previously outlined annualized run-rate fixed cost savings of $700 to $750 million compared to the fourth quarter of 2019 exit rate, as well as the greater than $200 million in variable costs savings, at 2019 volume levels.

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During 2021 and 2020, the increase in ADRs for our Vrbo business remained elevated compared to years prior to the COVID-19 outbreak.

The uncertain environment as a result of COVID-19, including travel restrictions and shifts in consumer behavior, the mix of our lodging bookings across geographies and types of accommodations, and general variability in supply and demand, make it difficult to predict ADR trends in the near-term.

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While we experienced some improvement in air bookings during 2021 versus 2020, it continues to lag lodging bookings and is still meaningfully below 2019 levels.

The declines moderated to approximately 50% by the end of 2020, and further improved in 2021 with throughput down approximately 20% at the end of the year, compared to 2019 levels.

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Impacts from COVID-19 disrupted our typical seasonal pattern for bookings, revenue, profit and cash flows during 2020 and 2021.

Significantly higher cancellations and reduced booking volumes, particularly in the first half of 2020, resulted in material operating losses and negative cash flow.

Although travel volumes remain materially lower than historic levels, booking and travel trends improved during the second half of 2020, and in 2021.

This resulted in working capital benefits and positive cash flow more akin to typical historical trends.

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packages and instantly redeem those Orbucks on future bookings at various hotels worldwide.

In 2021, we announced plans to unify and expand our existing loyalty programs into one global rewards platform spanning all products and global brands.

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

over the remaining economic life of the primary asset in the asset group.

Therefore, actual income taxes could materially vary from these estimates.

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[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

The increase in worldwide gross bookings in 2021 compared to 2020 reflected improvements in the travel environment.

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2021 vs 2020 | | | | | | 2020 vs 2019 | | |

Similar to the gross bookings increase, revenue increased 65% in 2021 compared to 2020.

Our Retail, B2B and trivago segments revenue all increased compared to prior year with the growth reflecting improvements in travel trends during 2021.

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2021 vs 2020 | | | | | | 2020 vs 2019 | | |

| Total revenue | | | $ | 8,598 | | | | | $ | 5,199 | | | | | $ | 12,067 | | | | | 65 | | % | | | | (57) | | % |

Lodging revenue increased 59% in 2021 on a 35% increase in room nights stayed and an 18% increase in revenue per room night across hotel and alternative accommodations.

Revenue per room night in 2021 benefited from higher ADRs driven by an increase in regional rates and a higher mix of U.S. hotels.

Air revenue increased 141% in 2021 driven by an increase in air tickets sold of 43% as air travel demand improved as well as the prior year impact of certain significant COVID-19 related accruals that did not repeat in 2021.

All other revenue, which includes car rental, insurance, destination services, fee revenue related to our corporate travel business (through Egencia's sale in November 2021) and Bodybuilding.com (through its sale in May 2020), increased 103% in 2021 from growth in travel insurance products as well as car.

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2021 vs 2020 | | | | | | 2020 vs 2019 | | |

| Total revenue | | | $ | 8,598 | | | | | $ | 5,199 | | | | | $ | 12,067 | | | | | 65 | | % | | | | (57) | | % |

Advertising, media and other increased 12% in 2021 compared to 2020 primarily due to an increase in advertising revenue, partially offset by declines related to our prior year sale of Bodybuilding.com and certain miscellaneous other declines.

In the below discussion, we reclassified certain prior period information to conform to the current period presentation primarily related to the classification of licensing and maintenance costs within our operating expenses.

These prior period reclassifications did not alter our discussion of year over year comparisons between 2020 and 2019, which can be referenced in our 2020 Form 10-K.

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| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2021 vs 2020 | | | | | | 2020 vs 2019 | | |

| Direct costs | | | $ | 1,118 | | | | | $ | 1,148 | | | | | $ | 1,462 | | | | | (3) | | % | | | | (21) | | % |

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

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.

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

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

According to Phocuswright, an independent travel, tourism and hospitality research firm, in 2019, approximately 45% of U.S. and European leisure and unmanaged corporate travel expenditures occurred online.

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

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.

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 declines moderated to down 73% in mid-July 2020 and have largely stabilized in the 60 to 65% range since mid-October.

In addition, as of late November, the International Air Transport Association (“IATA”) expected airline passenger traffic to increase approximately 55% in 2021 compared to 2020 levels, representing a decline of nearly 40% compared to 2019 levels.

Given the decline in travel demand related to COVID-19, online travel agencies have

Due to COVID-19, which led to significant cancellations for future travel during the first half of 2020, and has impacted new travel bookings for the majority of 2020, we have not experienced our typical seasonal pattern for bookings, revenue and profit during the past year.

In addition, with the lower new bookings and elevated cancellations in the merchant business model, our typical, seasonal working capital source of cash has been significantly disrupted resulting in the Company experiencing unfavorable working capital trends and material negative cash flow during the first half of 2020 when we typically generate significant positive cash flow.

In addition, we continue to experience shorter booking windows in our lodging businesses, which could also impact the seasonality of our working capital and cash flow.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

The decrease in worldwide gross bookings in 2020 compared to 2019 was driven by the COVID-19 pandemic and the associated reduction in travel demand with declines across lodging, air and other travel products in the current year.

Current period revenue margins are not indicative of our future expectations.

Similar to the gross bookings decline, revenue decreased 57% in 2020 compared to 2019 driven by the COVID-19 pandemic across all segments and lodging, air and other travel products.

Lodging revenue decreased 52% in 2020 on a 55% decrease in room nights stayed, partially offset by a 9% increase in revenue per room night.

Revenue per room night in 2020 benefited from an increase in the percentage of room nights contributed by Vrbo, which has a higher revenue per room night than the rest of our lodging business, and transaction revenue related to Vrbo's transition to merchant of record.

Air revenue decreased 88% in 2020 reflecting a 63% decline in tickets sold and a 67% decrease in revenue per ticket.

The decline in revenue per ticket was primarily related to a shift in product mix.

All other revenue, which includes car rental, insurance, destination services, fees related to our corporate travel business and revenue related to Bodybuilding.com (during the period of our ownership of July 2019 to May 2020), decreased by 63% in 2020 resulting from declines in insurance, driven by the adverse impact of contra-revenue related to customer claims created during COVID-19 with third-party insurance, as well as declines in car and corporate travel business revenue.

Advertising, media and other decreased 53% in 2020 compared to 2019 due to declines in advertising revenue.

| Direct costs | | | $ | 1,155 | | | | | $ | 1,452 | | | | | $ | 1,270 | | | | | (20) | | % | | | | 14 | | % |

| Personnel and overhead | | | 525 | | | | | | 625 | | | | | | 594 | | | | | | (16) | | % | | | | 5 | | % |

| Total cost of revenue | | | $ | 1,680 | | | | | $ | 2,077 | | | | | $ | 1,864 | | | | | (19) | | % | | | | 11 | | % |

| % of revenue | | | 32.3 | | % | | | | 17.2 | | % | | | | 16.6 | | % | | | | | | | | | | | | |

Cost of revenue decreased $397 million during 2020 compared to 2019, primarily due to a decline in merchant fees resulting from lower transaction volumes, a decline in customer service and personnel costs, and lower cloud expenses, partially offset by higher payment processing costs related to Vrbo’s transition to merchant of record and higher bad debt reserves related to future collection risk from the impact of COVID-19.

| Direct costs | | | $ | 1,747 | | | | | $ | 5,043 | | | | | $ | 4,670 | | | | | (65) | | % | | | | 8 | | % |

| % of revenue | | | 49.0 | | % | | | | 50.4 | | % | | | | 51.0 | | % | | | | | | | | | | | | |

Selling and marketing expenses decreased $3.5 billion during 2020 compared to 2019 driven by a decrease in direct costs driven by a significant reduction in marketing spend starting in March 2020 and continuing throughout 2020 related to the impact on travel demand from COVID-19.

The decrease in indirect costs was due to lower personnel and related costs, including lower incentive compensation costs resulting from the shift away from cash bonuses in 2020 to equity that will vest in 2021.

| Personnel and overhead | | | $ | 726 | | | | | $ | 927 | | | | | $ | 869 | | | | | (22) | | % | | | | 7 | | % |

In May 2020, we [removed: privately placed] [added: issued] $2 billion of senior unsecured notes due May 2025 that bear interest at [removed: 6.25% and $750 million] [added: 6.25%,] of [removed: senior unsecured notes due May 2025 that bear interest at 7.0%.][added: which $956 million in aggregate principal was subsequently repaid in 2021.]

In July 2020, we [removed: privately placed] [added: issued] $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 [removed: 2020] [added: 2020, and March 2021] 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 [added: Senior] Notes [added: and Convertible Notes] was approximately [removed: $9.1] [added: $9.2] billion and [removed: $5.1] [added: $9.1] billion as of December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019.][added: 2020.]

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

A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our Notes by approximately [removed: $191] [added: $200] million.

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

[removed: While we] [added: We] had [added: no revolving credit facilities] borrowings outstanding [removed: during 2020,] as of December 31, [removed: 2020, consistent with] [added: 2021 and] December 31, [removed: 2019, we had no revolving credit facilities borrowings outstanding.][added: 2020.]

As of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we had a net forward [added: asset of $3 million included in prepaid expenses and other current assets and a net forward] liability of $14 million [removed: and $8 million, respectively,] included in accrued expenses and other current [removed: liabilities.][added: liabilities, respectively.]

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: $5] [added: $13] 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 and merchant accounts payable balances as of December 31, [removed: 2020.][added: 2021.]

During [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] we recorded net foreign exchange rate [removed: gains] [added: losses] of approximately [removed: $71] [added: $48] million [removed: ($2] [added: ($37] million [removed: gain] [added: loss] excluding the contracts economically hedging our forecasted merchant revenue), 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) and 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).

In March 2021, we issued $1 billion of senior unsecured notes due March 2031 that bear interest at 2.95%.

The 2.5%, 3.6%, 4.5%, 6.25%, 5.0%, 4.625%, 3.8%, 3.25%, and 2.95% senior unsecured notes are collectively the “Senior Notes.” In February 2021, we issued $1 billion of convertible senior unsecured notes due February 2026 with a fixed rate of 0% (the “Convertible Notes”).

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Further, COVID-19 may also [added: continue to] 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.

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: over 2.9] [added: approximately 3] million lodging properties available, including over 2 million online bookable alternative accommodations listings and approximately [removed: 880,000] [added: 875,000] hotels, over 500 [removed: airlines, packages, rental cars, cruises, insurance, as well as activities and experiences across 200 countries and territories.]

[removed: During 2020, the] [added: The] COVID-19 pandemic has severely restricted the level of economic activity around the world, [removed: and is continuing to have] [added: had] an unprecedented effect on the global travel [removed: industry.][added: industry and materially and negatively impacted our business, financial results and financial condition.]

While [removed: many countries have begun] the process of vaccinating their residents against [removed: COVID-19,] [added: COVID-19 is underway in many countries, with various levels of success,] the large scale and challenging logistics of distributing the vaccines, [added: the unavailability of vaccines in many regions, the impact of vaccine hesitancy,] as well as uncertainty over the efficacy of the [removed: vaccines] [added: vaccine] against new variants of the virus, may [added: all] contribute to delays in economic [removed: recovery.][added: recovery, particularly for the travel industry.]

Leverage Brand and Supply [removed: Strength.] [added: Strength to Power the Travel Ecosystem.] We believe the strength of our brand portfolio and [added: consistent] enhancements to product and service offerings, [removed: which when] combined with our global scale and [removed: broad based] [added: broad-based] supply, drive increasing value to customers and customer demand.

With our significant global audience of travelers, and our deep and broad selection of travel products, [removed: there is a rich interplay between supply and demand in our global marketplace that helps us] [added: we are also able to] provide value to [removed: 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 [removed: multi-brand strategy and] deep product and supply footprint allows us to tailor offerings to target different types of consumers and travel needs, employ geographic segmentation in markets around the world, and leverage brand differentiation, among other benefits.

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

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

[removed: Across the more than 20 years] that Brand Expedia has been helping people travel with confidence and ease, 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.

The Vrbo portfolio includes the vacation rental [removed: website] [added: website,] Vrbo, which operates localized websites around the [removed: world, and HomeAway.][added: world as well as other regional brands.]

*B2B.* Our B2B segment encompasses our Expedia Business Services organization, which [removed: has two components:][added: includes Expedia Partner Solutions.]

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

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

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

Leverage Our [removed: Platform. Over the last year,] [added: Platform to Deliver More Rapid Product Innovation Resulting in Better Traveler Experiences. During 2020,] Expedia Group shifted to a platform operating model with more [removed: centralized] [added: unified] 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.

[added: This model enables us to] deliver more scalable services and operate more efficiently.

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

Additionally, we are in the midst of a multi-year project to migrate products, data storage and functionality and significantly increase our utilization of public cloud computing services, such as Amazon Web [removed: Services.][added: Services ("AWS").]

[removed: For some critical systems,] we have both production and disaster-recovery facilities.

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

For the year ended December 31, [removed: 2020,] [added: 2021,] we had total revenue of [removed: $5.2] [added: $8.6] billion, with merchant, agency and [removed: advertising] [added: advertising, media and other] accounting for [removed: 63%, 24%,] [added: 64%, 27%,] and [removed: 13%] [added: 9%] of total revenue, respectively.

[added: Our long-term success and profitability depends on our continued ability to maintain and] increase the overall number of traveler transactions flowing through our brand and shared global platforms in a cost-effective manner, as well as our ability to attract repeat customers and customers that come directly to our websites.

We [removed: 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.

Our [added: current] traveler loyalty programs include Hotels.com Rewards on Hotels.com global websites and Expedia®Rewards on [removed: over 40] [added: a wide array of] Brand Expedia points of sale, as well as Orbitz Rewards on Orbitz.com.

The cost of [removed: these] [added: our] loyalty programs is recorded as a reduction of revenue in our consolidated financial statements.

Our competition, which is strong and increasing, includes online and offline travel companies that target leisure and corporate travelers, including travel agencies, tour operators, travel supplier direct websites and their call centers, consolidators [added: 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.]

[removed: In] some cases, supplier direct channels offer advantages to travelers, such as long standing loyalty programs, complimentary services such as Wi-Fi, and better pricing.

[added: Any such litigation, regardless of outcome or] merit, could result in substantial costs and diversion of management and technical resources, any of which could materially harm our business.

As of December 31, [removed: 2020,] [added: 2021,] we have a team of [removed: 19,100] [added: 14,800] employees across more than 50 countries focused on using our extensive data and technology to create amazing travel experiences.

As of December 31, [removed: 2020, more than] [added: 2021, nearly] one [removed: third] [added: half] of our people work in technology roles.

- Employment and hiring targets for women to occupy 50% of roles at all levels by the end of 2025 and for 25% of U.S. external hires to come from racially and ethnically underrepresented [removed: groups by the end of 2021;][added: groups;]

[removed: At the same time, substantially all] [added: Most] of our offices were closed to [removed: protect] [added: ensure] the health [removed: of] [added: and safety for] our employees who transitioned to working from their homes.

We continue to actively monitor [removed: regional] health [added: and safety] guidance from local [removed: governments as it pertains to potential office openings and closures.][added: governments.]

We also took [removed: a number of] [added: several] actions to provide additional support to our employees during [removed: the pandemic,] [added: this period,] including:

- The [added: continued] expansion of our wellness reimbursement program, which provides reimbursement for certain health and wellness expenses, to allow employees to use the benefit for the purchase of home office equipment, virtual mental and emotional health services [added: amongst providing the flexibility to avail any well-being related goods] and [removed: online education;][added: services for themselves and their families;]

- Recognizing the [removed: current limitations on travel and the] need for greater wellness assistance, we provided employees with the flexibility to use our travel reimbursement benefit program for health and wellness [removed: expenses;][added: expenses and vice versa.]

- [removed: The creation of] [added: Maintaining] a COVID-19 Resource Center, providing quick access to important resources for employees working from home, including mental and physical health resources, access to our employee assistance program, regular updates from our Inclusion & Diversity Team, social discussion [removed: forums] [added: forums, locally organized vaccination drives,] and [added: regular] updates on office closings and re-openings; and

- [removed: The launch of our] [added: A] Junior Journeys and a YMCA partnership, focused on connecting employees who are caregivers to resources that provide needed support for children, including homework help, IT support and storytelling.

As of December 31, [removed: 2020,] [added: 2021,] there were [removed: 138,073,922] [added: approximately 150.1 million] shares of Expedia Group common stock and [removed: 5,523,452] [added: approximately 5.5 million] shares of Expedia Class B common stock outstanding.

Since the first quarter of 2020, the governments of many countries, states, cities and other geographic regions have implemented, and continue to implement, a variety of containment measures, including travel restrictions, bans and advisories, instructions to practice social distancing, curfews, quarantine advisories, including quarantine restrictions after travel in certain locations, “shelter-in-place” orders, required closures of non-essential businesses, vaccination mandates or requirements for businesses to confirm employees’ vaccination status, and other restrictions.

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airlines, packages, rental cars, cruises, insurance, as well as activities and experiences across most countries.

Over 25 years ago, we began operations as one of the first online travel agencies (“OTAs”) and played a significant role in revolutionizing and democratizing travel, by empowering customers to manage their own travel plans.

We did so by building and then leveraging proprietary technology to connect partners and their respective inventory to those travelers, while unlocking the marketplace for travel to other businesses as well.

Since then, the travel industry has experienced significant transformation, including the material shift from offline to online travel booking.

This transformation led to many years of exciting growth for OTAs along with increased competition.

In order to remain innovative and competitive, we made several strategic acquisitions, which materially expanded the breadth and depth of our Company.

Much of our strategy leading up to the COVID-19 pandemic focused on our brands competing aggressively for share all the around the world, each with their own offerings and benefits.

While this avoided potential disruptions from integrating the acquired brands, it also created certain complexities and inefficiencies over time.

As a result, in 2020, we shifted to a platform operating model, which enabled us to deliver more scalable services and operate more efficiently.

For example, we now manage our marketing investments holistically across the brand portfolio, allowing us to optimize results better, while running on a unified marketing technology platform has improved our performance marketing capabilities.

More recently, we shifted to a more unified brand strategy within our Retail business where we have a combined team making decisions across all our brands.

These changes were made in an effort to simplify and streamline our organization, improve our cost structure, and the operation of our business.

Within our B2B business, on November 1, 2021, the sale of Egencia to American Express Global Business Travel (“GBT”) was completed.

As part of the transaction, Expedia Group received a minority ownership position in the combined business and entered into a 10-year lodging supply agreement with GBT.

Moreover, to help streamline activities and focus on our core businesses, we have closed, shut down or sold a number of businesses since the beginning of 2020, the largest of which was Egencia.

Overall, we have made good progress on the foundational work to help streamline and simplify the organization over roughly the past two years and therefore can now increase our focus on further improving the travel experience, which was also the Company’s underlying goal more than two decades ago.

Recently, we shifted to more of a unified brand strategy with an increased focus on uniting our retail brands and teams under one centralized group, which we believe will enable us to drive further value to travelers.

For example, in 2021, we announced plans to unify and expand our existing loyalty programs into one global rewards platform spanning all products and global brands.

Across the more than 25 years

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- *Hotels.com.* Hotels.com focuses on marketing lodging accommodations with a vast footprint of localized websites worldwide.

Vrbo's mission is to find every family the space they need to relax, reconnect, and enjoy precious time away together.

- Our other brands include Orbitz, Travelocity, ebookers and Wotif Group.

These brands enable further connection to customers worldwide through targeted and unique marketing campaigns and access to various travel services and products.

Prior to its sale on November 1, 2021, our B2B segment also included Egencia, which was our full-service travel management company.

And ultimately, we believe this will result in faster product innovation and therefore better traveler experiences, which is a bigger focus for the Company going forward.

For some critical systems,

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For example, we provide travelers access to book hotel room reservations through our contracts with lodging suppliers, which provide us with rates and availability information for rooms but for which we have no control over the rooms and do not bear inventory risk.

Our travelers pay us for merchant hotel transactions prior to departing on their trip, generally when they book the reservation.

We record revenue on air transactions when the traveler books the transaction, as we do not typically provide significant post booking services to the traveler and payments due to and from air carriers are typically due at the time of ticketing.

Additionally, we generally record agency revenue from the hotel when the stayed night occurs as we provide post booking services to the traveler and, thus consider the stay as when our performance obligation is satisfied; and

In 2021, we announced plans to unify and expand our existing loyalty programs into

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one global rewards platform spanning all products and global brands.

In

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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.

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.

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

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

- *Hotels.com.* Hotels.com focuses on marketing lodging accommodations.

Hotels.com, with 90 localized websites worldwide in 41 languages worldwide and market leading mobile apps on all major platforms, offers travelers a broad selection of lodging options.

Hotels.com Rewards®, the loyalty program established in 2008, offers travelers the ability to earn one free night for every ten nights stayed.

In addition, Vrbo operates regional brands around the world and offers software solutions to property managers.

- *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.

The Orbitz Reward program allows travelers to instantly earn rewards on flights, hotels and packages that can be instantly redeemed on tens of thousands of hotels worldwide.

- *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.

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

Travelocity and its famous Roaming Gnome encourage travelers in the United States and Canada to “Wander Wisely™”.

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

With ebookers, travelers have the flexibility to build their perfect trip by booking a combination of elements in the same place.

- *Wotif Group.* Wotif Group is a leading Australian online travel 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.

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

- *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.

Hotwire’s Hot Rate® Hotels, Hot Rate® Cars and Hot Rate® Flights offer travelers an extra low price as the supplier name is not revealed until after the traveler books and pays.

With Hotwire’s unique model, suppliers create value from excess availability without diluting their core, brand-loyal traveler base.

Hotwire partners with leading hotel companies worldwide, brand-name domestic and international airlines, and major car rental companies in the United States.

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

CarRentals.com is able to provide our customers choices across the globe and help our supply partners expand their marketing reach.

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

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

Travel agents and travelers can preview our product offering through our website www.classicvacations.com.

- *Expedia Cruises*.

Expedia 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 285 points of sale across North America and a team of over 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 year.*.*

- *Expedia Partner Solutions.* Expedia Partner Solutions is the partner-focused arm of Expedia Group.

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

Egencia maintains a global presence in more than 60 countries across North America, Europe and Asia Pacific.

Egencia provides, among other things, a global technology platform coupled with assistance 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 booking and fees for various contacts made as part of the travel process.

Egencia also offers consulting and meeting management services as well as advertising opportunities.

This model enables us to

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

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

The COVID-19 pandemic has led to an unprecedented disruption to the global travel industry.

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 rights and other [added: statutory and common law] 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 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 [removed: statutes] [added: statutes,] and seeking monetary (including tax, interest, and [removed: penalties)] [added: penalties), injunctive] and/or declaratory relief.

[added: *Pine Bluff, Arkansas Litigation.*] In [removed: May 2006, the city of San Antonio] [added: September 2009, Pine Bluff Advertising and Promotion Commission and Jefferson County] filed a putative [removed: statewide] class action [removed: in federal court] against a number of online travel companies, including Expedia, Hotels.com, [removed: Hotwire,] [added: Hotwire] and Orbitz, alleging that [removed: the] defendants failed to [added: collect and/or] pay [removed: hotel accommodations] taxes [removed: as required by municipal ordinance.][added: under hotel tax occupancy ordinances.]

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

The parties filed cross motions for summary judgment on [removed: the intervenor’s complaint] [added: damages issues] in [removed: August] 2020.

[removed: The complaint included claims] [added: *State of Mississippi Litigation.* In December 2011, the State of Mississippi brought suit against a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz,] for declaratory judgment, injunctive relief, violations of [added: the] state sales tax statute and local ordinances, violation of Consumer Protection [removed: Act,] [added: Act (subsequently dismissed),] conversion, unjust enrichment, constructive trust, money had and received and joint venture liability.

In [removed: September,] [added: 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.

*Broward County, Florida Litigation.* In January 2019, Broward County, Florida filed a lawsuit in Florida state court against HomeAway [removed: for] [added: seeking] a [removed: declaratory judgment] [added: declaration that HomeAway is obligated to collect] and [removed: supplemental relief.][added: remit tourist development taxes imposed by Broward County and enforcement of a subpoena.]

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

[removed: The plaintiff] generally alleges that the defendants violated Israeli consumer laws by limiting hotel price competition.

The parties reached a settlement [removed: of the matter] [added: agreement] and the case was dismissed on [removed: December 18, 2020] [added: November 15, 2021,] thereby ending the matter.

*Helms-Burton Litigation.* [removed: In September 2019, a purported class action was filed in the U.S. District Court for the Southern District] [added: A number] of [removed: Florida] [added: complaints have been filed by parties] alleging violations of Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act.

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 [added: motion to dismiss the action.]

[removed: -] Legislative bodies in [removed: France (July 2015), Austria (December 2016), Italy (August 2017)] [added: France, Austria, Italy,] and Belgium [removed: (August 2018)] have also adopted domestic anti-parity clause [removed: legislation.][added: legislation, which we believe in each case violates both EU and national legal principles.]

In certain of these jurisdictions, including Australia, Brazil, Hong Kong, [added: South Korea] and New Zealand, the concerns were resolved with Expedia Group companies’ waiver of certain rate, conditions and availability parity clauses in agreements with hotel partners in the respective jurisdictions.

For example, in April 2019, the Japan Fair Trade Commission (“JFTC”) launched an investigation into certain practices of a number of online travel companies, including Expedia Group [removed: companies, and in February 2020, the Korean Fair Trade Commission (“KFTC”) issued a request for information relating to hotel contracts entered into by Expedia Group] companies.

Expedia Group is cooperating with [removed: both authorities.][added: the JFTC.]

Regulatory authorities in Europe (including the UK Competition and Markets Authority, or “CMA”), Australia, and elsewhere have [added: also] initiated legal proceedings and/or undertaken market studies, inquiries or investigations relating to online [added: marketplaces and how information is presented to consumers using those marketplaces, including practices such as search results rankings and algorithms, discount claims, disclosure of charges, and availability and similar messaging.]

In October 2018, the trial court granted the State of Mississippi’s motion for summary judgment on the issue of liability, after which the case proceeded to a damages phase in the trial court.

In a July 12, 2021 final judgment, the trial court found the defendant online travel companies liable for state and local sales taxes and interest and also held the defendants liable for penalties.

An appeal of the final judgment to the Mississippi Supreme Court remains pending.

On December 17,

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2021, the Tax Court granted the parties’ motions in part and denied the parties’ motions in part.

On January 3, 2022, plaintiffs filed a motion to reconsider a portion of the December 17, 2021 ruling; that motion remains pending.

On January 26, 2022, the defendants filed a motion to reconsider the court’s prior denial of their motion for summary judgment and motion for judgment on the pleadings based on the recent decision by the Louisiana court of appeals in the Jefferson Parrish litigation.

Trial in the case is scheduled to begin April 4, 2022.

Plaintiff appealed the court’s decision.

On December 23, 2021, the court of appeals affirmed the lower court’s judgment, thereby ending the matter.

*Clark County, Nevada Litigation.* On May 14, 2021, Clark County, Nevada filed a lawsuit in state court against a number of online travel companies, including a number of Expedia Group companies such as Expedia, Hotels.com, Orbitz, Travelscape, and Hotwire.

The complaint alleges the defendants failed to comply with state and local transient occupancy tax statutes, as well as claims for conversion, breach of fiduciary duty, unjust enrichment, fraud and violation of the Nevada Deceptive Trade Practices Act.

Plaintiffs purport to seek compensatory and punitive damages, declaratory relief and imposition of a constructive trust.

The case was removed to federal district court.

On September 13, 2021, defendants filed a motion to dismiss the common law and Nevada Deceptive Trade Practices Act claims, which remains pending.

The parties have reached a tentative settlement agreement.

*City of Charleston, South Carolina Litigation.* On April 9, 2021, nine local governmental entities in South Carolina filed a lawsuit in state circuit court against HomeAway.com, Inc. and many other vacation rental listing companies.

The complaint alleges the defendants failed to register with, and remit taxes and business license fees to, the plaintiffs as allegedly required by certain local accommodations tax and business license ordinances.

The complaint further alleges claims for violation of the South Carolina Unfair Trade Practices Act.

Plaintiffs purport to seek declaratory and injunctive relief, a legal accounting and damages.

On May 27, 2021, plaintiffs filed an amended complaint adding five additional local government entities as plaintiffs.

On September 24, 2021, plaintiffs filed a motion for leave to file a second amended complaint seeking to add, among other things, two additional local government entities as plaintiffs (which would bring the total number of plaintiffs to 16).

That motion remains pending.

The plaintiff

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Plaintiffs are currently appealing dismissals of their claims in the Third and Eleventh Circuit Courts of Appeal.

Other cases remain pending in the U.S. District Court for the Southern District of Florida.

On July 28, 2021, the SLC filed a letter informing the court that the parties to the litigation had reached an agreement in principle to resolve the action and requesting a stay of further proceedings while that agreement was formalized.

The July 28, 2021 letter was publicly filed on August 4, 2021.

On November 2, 2021, the parties to the litigation and the SLC entered into a Stipulation of Compromise and Settlement (the “Stipulation of Compromise and Settlement”) which set forth the terms and conditions for a proposed settlement and dismissal with prejudice of the litigation, subject to review and approval by the court upon notice to the stockholder class and the current stockholders of the Company.

On November 3, 2021, the court entered its Scheduling Order with Respect to Notice of Settlement Hearing (the “Scheduling Order”), which scheduled a hearing on the proposed settlement for January 19, 2022 to determine, among other things, whether the proposed settlement is fair, reasonable, adequate and in the best interests of the Company, the class and the current stockholders of the Company, and to consider an application for an award of attorneys’ fees and expenses by plaintiff’s counsel.

The Scheduling Order also approved the form of Notice of Pendency and Proposed Settlement of Class and Derivative Action, Settlement Hearing and Right to Appear, which was mailed to stockholders and posted to the “Investors/Resources” section of the Company’s corporate website.

Following a hearing held on January 19, 2022, the court entered its Order and Final Judgment (the “Settlement Order”) approving the proposed settlement set forth in the Stipulation of Compromise and Settlement, dismissing the litigation with prejudice and extinguishing and releasing the claims that were or would have been asserted in the litigation against the defendants and related persons.

The court also awarded plaintiff’s attorneys’ fees and expenses in the sum of $6.5 million, thereby ending the matter.

Pursuant to the Stipulation of Compromise and Settlement, Mr. Diller, the other defendants, the SLC, and the Company agreed to certain governance and related provisions, which are summarized in NOTE 18 — Related Party Transactions in the notes to the consolidated financial statements, which summary is qualified in its entirety by reference to the full text of the Settlement Order entered January 19, 2022, and the Stipulation of Compromise and Settlement, dated November 2, 2021, filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Annual Report on Form 10-K.

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However, certain related matters remain ongoing, including cases brought by the German Federal Cartel Office and the Italian competition authority, as well as a review by a working group of 10 European NCAs and the European Commission.

In response, we agreed to offer certain voluntary undertakings with respect to the presentation of information on certain of our UK and European Union consumer-facing websites in order to address the regulatory authorities’ concerns.

The matter went to trial in September 2019 and, on January 20, 2020, the Australian Federal Court issued a judgment finding trivago had engaged in conduct in breach of the ACL.

*City of San Antonio, Texas Litigation*.

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 in March 2018 and in June 2019 awarded the defendants approximately $2.25 million in reimbursable costs.

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.

Plaintiffs’ appeal remains pending.

*Nassau County, New York Litigation.* In October 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.

The complaint alleged that the defendants failed to pay hotel accommodation taxes as required by local ordinances to certain local governments in New York.

The trial court certified the case as a class action but the New York Supreme Court Appellate Division reversed that order.

Additional county/city plaintiffs subsequently joined the case as intervenor plaintiffs.

In December 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.

In March 2017, the court granted defendants’ motion for summary judgment against the additional intervenor plaintiffs.

Nassau County and the intervenor-plaintiffs appealed the court’s dismissal of their claims and that appeal remains pending.

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.

*Pine Bluff, Arkansas Litigation.* In September 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,

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.

On February 9, 2021, the trial court granted the intervenor's motion for partial summary judgment on liability.

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

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

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.

The parties filed cross motions for summary judgment which the court denied in November 2020.

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

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

The lawsuit seeks a declaration that HomeAway is obligated to collect and remit tourist development taxes imposed by Broward County and also seeks enforcement of a subpoena.

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

*Buckeye Tree Lodge Lawsuit*.

In August 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

agreement during the relevant time period.

The complaint asserts claims against the Expedia Group defendants for violations of the Lanham Act, the California Business & Professions Code, intentional and negligent interference with prospective economic advantage, unjust enrichment and restitution.

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

*Cases against HomeAway.com, Inc.* In March 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.

The putative class was comprised of homeowners that list their properties on HomeAway’s websites for rent.

The complaint asserted claims against HomeAway for breach of contract, breach of the duty of good faith and fair dealing, fraud, fraudulent concealment, and violations of the state consumer protection statutes.

Subsequently, three other putative class action lawsuits were filed making similar claims.

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

The complaint, filed by Marciela Mata, 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., Hotels.com and Orbitz LLC trafficked in that property by facilitating reservations for travelers.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the registrant’s common equity held by non-affiliates was approximately [removed: $11,102,938,000.][added: $23,665,358,000.]

| Class | | | | | | Outstanding Shares at January [removed: 29, 2021] [added: 28, 2022] were approximately, | | | | | |

| Common stock, $0.0001 par value per share | | | | | | [removed: 138,341,099] [added: 150,230,905] | | | shares | | |

| Portions of the definitive Proxy Statement for the [removed: 2020] [added: 2022] Annual Meeting of Stockholders (Proxy Statement) | | | | | | Part III | | |

For the Year Ended December 31, [removed: 2020][added: 2021]

| Item 1 | | | [removed: [Business](#id7dc7f6887eb4ad5bf1c502f3f240ae9_13)] [added: [Business](#i433d81903e814837b268e57261b357cb_13)] | | | [removed: [1](#id7dc7f6887eb4ad5bf1c502f3f240ae9_13)] [added: [1](#i433d81903e814837b268e57261b357cb_13)] | | |

| Item 1A | | | [Risk [removed: Factors](#id7dc7f6887eb4ad5bf1c502f3f240ae9_19)] [added: Factors](#i433d81903e814837b268e57261b357cb_19)] | | | [removed: [9](#id7dc7f6887eb4ad5bf1c502f3f240ae9_19)] [added: [9](#i433d81903e814837b268e57261b357cb_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#id7dc7f6887eb4ad5bf1c502f3f240ae9_22)] [added: Comments](#i433d81903e814837b268e57261b357cb_22)] | | | [removed: [23](#id7dc7f6887eb4ad5bf1c502f3f240ae9_22)] [added: [24](#i433d81903e814837b268e57261b357cb_22)] | | |

| Item 2 | | | [removed: [Properties](#id7dc7f6887eb4ad5bf1c502f3f240ae9_25)] [added: [Properties](#i433d81903e814837b268e57261b357cb_25)] | | | [removed: [24](#id7dc7f6887eb4ad5bf1c502f3f240ae9_25)] [added: [24](#i433d81903e814837b268e57261b357cb_25)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#id7dc7f6887eb4ad5bf1c502f3f240ae9_28)] [added: Proceedings](#i433d81903e814837b268e57261b357cb_28)] | | | [removed: [24](#id7dc7f6887eb4ad5bf1c502f3f240ae9_28)] [added: [24](#i433d81903e814837b268e57261b357cb_28)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#id7dc7f6887eb4ad5bf1c502f3f240ae9_31)] [added: Disclosures](#i433d81903e814837b268e57261b357cb_31)] | | | [removed: [28](#id7dc7f6887eb4ad5bf1c502f3f240ae9_31)] [added: [27](#i433d81903e814837b268e57261b357cb_31)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id7dc7f6887eb4ad5bf1c502f3f240ae9_37)] [added: Securities](#i433d81903e814837b268e57261b357cb_37)] | | | [removed: [28](#id7dc7f6887eb4ad5bf1c502f3f240ae9_37)] [added: [28](#i433d81903e814837b268e57261b357cb_37)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id7dc7f6887eb4ad5bf1c502f3f240ae9_43)] [added: Operations](#i433d81903e814837b268e57261b357cb_43)] | | | [removed: [30](#id7dc7f6887eb4ad5bf1c502f3f240ae9_43)] [added: [29](#i433d81903e814837b268e57261b357cb_43)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id7dc7f6887eb4ad5bf1c502f3f240ae9_67)] [added: Risk](#i433d81903e814837b268e57261b357cb_67)] | | | [removed: [49](#id7dc7f6887eb4ad5bf1c502f3f240ae9_67)] [added: [47](#i433d81903e814837b268e57261b357cb_67)] | | |

| Item 8 | | | [Consolidated Financial Statements and Supplementary [removed: Data](#id7dc7f6887eb4ad5bf1c502f3f240ae9_70)] [added: Data](#i433d81903e814837b268e57261b357cb_70)] | | | [removed: [50](#id7dc7f6887eb4ad5bf1c502f3f240ae9_70)] [added: [48](#i433d81903e814837b268e57261b357cb_70)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id7dc7f6887eb4ad5bf1c502f3f240ae9_73)] [added: Disclosure](#i433d81903e814837b268e57261b357cb_73)] | | | [removed: [50](#id7dc7f6887eb4ad5bf1c502f3f240ae9_73)] [added: [48](#i433d81903e814837b268e57261b357cb_73)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#id7dc7f6887eb4ad5bf1c502f3f240ae9_76)] [added: Procedures](#i433d81903e814837b268e57261b357cb_76)] | | | [removed: [51](#id7dc7f6887eb4ad5bf1c502f3f240ae9_76)] [added: [49](#i433d81903e814837b268e57261b357cb_76)] | | |

| Item 9B | | | [Other [removed: Information](#id7dc7f6887eb4ad5bf1c502f3f240ae9_79)] [added: Information](#i433d81903e814837b268e57261b357cb_79)] | | | [removed: [53](#id7dc7f6887eb4ad5bf1c502f3f240ae9_79)] [added: [51](#i433d81903e814837b268e57261b357cb_79)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#id7dc7f6887eb4ad5bf1c502f3f240ae9_85)] [added: Governance](#i433d81903e814837b268e57261b357cb_85)] | | | [removed: [53](#id7dc7f6887eb4ad5bf1c502f3f240ae9_85)] [added: [51](#i433d81903e814837b268e57261b357cb_85)] | | |

| Item 11 | | | [Executive [removed: Compensation](#id7dc7f6887eb4ad5bf1c502f3f240ae9_88)] [added: Compensation](#i433d81903e814837b268e57261b357cb_88)] | | | [removed: [53](#id7dc7f6887eb4ad5bf1c502f3f240ae9_88)] [added: [51](#i433d81903e814837b268e57261b357cb_88)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id7dc7f6887eb4ad5bf1c502f3f240ae9_91)] [added: Matters](#i433d81903e814837b268e57261b357cb_91)] | | | [removed: [53](#id7dc7f6887eb4ad5bf1c502f3f240ae9_91)] [added: [51](#i433d81903e814837b268e57261b357cb_91)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id7dc7f6887eb4ad5bf1c502f3f240ae9_94)] [added: Independence](#i433d81903e814837b268e57261b357cb_94)] | | | [removed: [53](#id7dc7f6887eb4ad5bf1c502f3f240ae9_94)] [added: [51](#i433d81903e814837b268e57261b357cb_94)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#id7dc7f6887eb4ad5bf1c502f3f240ae9_97)] [added: Services](#i433d81903e814837b268e57261b357cb_97)] | | | [removed: [53](#id7dc7f6887eb4ad5bf1c502f3f240ae9_97)] [added: [51](#i433d81903e814837b268e57261b357cb_97)] | | |

| Item 15 | | | [Exhibits, Consolidated Financial Statements and Financial Statement [removed: Schedules](#id7dc7f6887eb4ad5bf1c502f3f240ae9_100)] [added: Schedules](#i433d81903e814837b268e57261b357cb_100)] | | | [removed: [53](#id7dc7f6887eb4ad5bf1c502f3f240ae9_100)] [added: [51](#i433d81903e814837b268e57261b357cb_100)] | | |

| Item 16 | | | [Form 10-K [removed: Summary](#id7dc7f6887eb4ad5bf1c502f3f240ae9_103)] [added: Summary](#i433d81903e814837b268e57261b357cb_103)] | | | [removed: [60](#id7dc7f6887eb4ad5bf1c502f3f240ae9_103)] [added: [56](#i433d81903e814837b268e57261b357cb_103)] | | |

| [removed: [Signatures](#id7dc7f6887eb4ad5bf1c502f3f240ae9_106)] [added: [Signatures](#i433d81903e814837b268e57261b357cb_106)] | | | | | | [removed: [61](#id7dc7f6887eb4ad5bf1c502f3f240ae9_106)] [added: [57](#i433d81903e814837b268e57261b357cb_106)] | | |

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

| Item 6 | | | [Reserved](#i433d81903e814837b268e57261b357cb_40) | | | [29](#i433d81903e814837b268e57261b357cb_40) | | |

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

For the Year Ended December 31, 2021

| Item 6 | | | [Selected Financial Data](#id7dc7f6887eb4ad5bf1c502f3f240ae9_40) | | | [30](#id7dc7f6887eb4ad5bf1c502f3f240ae9_40) | | |

[removed: The] [added: We own our corporate] headquarters [added: located in Seattle, Washington, which] is approximately 650,000 square feet of office space.

In addition, we lease approximately [removed: 3.7] [added: 2.7] million square feet of office space worldwide in various cities and locations, pursuant to leases with expiration dates through May 2038, of which [removed: 1.2] [added: 1.1] million square feet is leased for domestic operations and [removed: 2.5] [added: 1.6] million for international operations.

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

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

As of January [removed: 29, 2021,] [added: 28, 2022,] there were approximately [removed: 2,628] [added: 2,525] holders of record of our common stock and the closing price of our common stock was [removed: $124.10] [added: $174.36] on Nasdaq.

As of January [removed: 29, 2021,] [added: 28, 2022,] all of our Class B common stock was held by Mr. Diller, Chairman and Senior Executive of Expedia [removed: Group.][added: Group and the Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation.]

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

During [added: 2021 and] 2020, we paid [added: $67 million (or $74.96 per share of Series A Preferred Stock) and] $75 million (or $62.47 per share of Series A Preferred Stock) of dividends on the Series A Preferred Stock.

In addition, our credit [removed: agreement limits] [added: agreements limit] our ability to pay cash dividends under certain circumstances.

During the quarter ended December 31, [removed: 2020,] [added: 2021,] 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.

We did not make any purchases of our outstanding common stock during the quarter ended December 31, [removed: 2020.][added: 2021.]

As of December 31, [removed: 2020,] [added: 2021,] there were approximately 23.3 million shares remaining under the 2018 and 2019 repurchase authorizations.

The graph assumes an investment of $100 in each of the above on December 31, [removed: 2015.][added: 2016.]

[removed: ][added: ]

At this time, we do not currently expect to declare future dividends on our common stock.

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

| Year ended December 31, 2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| | | | July 24, 2019 | | | | | | 0.34 | | | | | | August 22, 2019 | | | | | | 50 | | | | | | September 12, 2019 | | |

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

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

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

We have derived the following selected financial data presented below from the consolidated financial statements and related notes.

The information set forth below is not necessarily indicative of future results and should be read in conjunction with the consolidated financial statements and related notes and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

SELECTED FINANCIAL DATA

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | (in millions, except for share and per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 5,199 | | | | | $ | 12,067 | | | | | $ | 11,223 | | | | | $ | 10,060 | | | | | $ | 8,774 | |

| Operating income (loss) | | | (2,719) | | | | | | 903 | | | | | | 714 | | | | | | 625 | | | | | | 462 | | |

| Net income (loss) attributable to Expedia Group, Inc. common stockholders | | | (2,687) | | | | | | 565 | | | | | | 406 | | | | | | 378 | | | | | | 282 | | |

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

| Basic | | | $ | (19.00) | | | | | $ | 3.84 | | | | | $ | 2.71 | | | | | $ | 2.49 | | | | | $ | 1.87 | |

| Diluted | | | (19.00) | | | | | | 3.77 | | | | | | 2.65 | | | | | | 2.42 | | | | | | 1.82 | | |

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

| Basic | | | 141,414 | | | | | | 147,194 | | | | | | 149,961 | | | | | | 151,619 | | | | | | 150,367 | | |

| Diluted | | | 141,414 | | | | | | 149,884 | | | | | | 152,889 | | | | | | 156,385 | | | | | | 154,517 | | |

| Dividends declared per common share | | | $ | 0.34 | | | | | $ | 1.32 | | | | | $ | 1.24 | | | | | $ | 1.16 | | | | | $ | 1.00 | |

| | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Working capital (deficit) | | | $ | 228 | | | | | $ | (2,979) | | | | | $ | (2,863) | | | | | $ | (2,339) | | | | | $ | (2,677) | |

| Total assets | | | 18,690 | | | | | | 21,416 | | | | | | 18,033 | | | | | | 18,516 | | | | | | 15,778 | | |

| Senior notes debt(1) | | | 8,216 | | | | | | 4,938 | | | | | | 3,717 | | | | | | 4,249 | | | | | | 3,159 | | |

| Non-redeemable non-controlling interest | | | 1,494 | | | | | | 1,569 | | | | | | 1,547 | | | | | | 1,606 | | | | | | 1,561 | | |

| Total stockholders’ equity | | | 3,004 | | | | | | 5,536 | | | | | | 5,651 | | | | | | 6,129 | | | | | | 5,693 | | |

___________________________________

(1)Includes current and long-term portion of senior notes.

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, management has concluded that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] as stated in their report which is included below.

We have audited Expedia Group, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and our report dated February [removed: 11, 2021] [added: 10, 2022] expressed an unqualified opinion thereon.

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

February 10, 2022

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

February 11, 2021

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: 2021] [added: 2022] annual meeting of stockholders (the [removed: “2021] [added: “2022] 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: 2020.][added: 2021.]

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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the caption “Audit Committee Report” in the [removed: 2021] [added: 2022] Proxy Statement and incorporated herein by reference.

| [removed: 2.4] [added: 2.3] | | | | | | [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) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 2.1 | | | | | | 4/16/2019 | | |

| [removed: 2.5] [added: 2.4] | | | | | | [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) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 2.1 | | | | | | 6/5/2019 | | |

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

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

| [removed: 4.3] [added: 4.4] | | | | | | [Fourth Supplemental Indenture, dated as of 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 Trustee, [removed: 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%] [added: governing the 2.500%] Senior Notes due 2022](http://www.sec.gov/Archives/edgar/data/1324424/000119312515211303/d935936dex42.htm) | | | | | | | | | | | | 8-K | | | | | | 000-51447 | | | | | | 4.2 | | | | | | 6/3/2015 | | |

| [removed: 4.4] [added: 4.5] | | | | | | [Indenture, dated as of December 8, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, [removed: 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%] [added: governing the 5.000%] Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1324424/000119312515397400/d103545dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | 12/8/2015 | | |

| [removed: 4.5] [added: 4.6] | | | | | | [Indenture, dated as of September 21, 2017, among Expedia, Inc., [removed: the](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm) [Subsidiary G](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm)[uarantors](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm) [from] [added: the Subsidiary Guarantors from] time to [removed: time](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm) [part](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm)[ies](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm) [thereto] [added: time parties thereto] and U.S. Bank National [removed: Associatio](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm)[n,] [added: Association,] as [removed: Trust](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm)[ee,] [added: Trustee,] governing the [removed: 3.](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm)[800%] [added: 3.800%] Senior Notes due 2028](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | 9/21/2017 | | |

| [removed: 4.6] [added: 4.7] | | | | | | [Indenture, dated as of September 19, 2019, among Expedia Group, Inc., [removed: 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] [added: the Subsidiary Guarantors from] time to [removed: 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] [added: time parties thereto] and U.S. Bank National [removed: 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] [added: Association, as] Trustee, governing the [removed: 3.25%](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm) [Senior] [added: 3.25% Senior] Notes due [removed: 2030](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)[.](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)] [added: 2030.](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | 9/20/2019 | | |

| [removed: 4.7] [added: 10.49*] | | | | | | [removed: [Investment Agreement, dated as of April 23, 2020, by and] [added: [Performance Stock Unit Agreement] between [added: Peter Kern and] Expedia Group, [removed: Inc. and AP Fort Holdings, L.P.](https://www.sec.gov/Archives/edgar/data/1324424/000119312520117346/d913320dex41.htm)] [added: Inc., dated as of February 28, 2020](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000040/ex104-q12020.htm)] | | | | | | | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 001-37429 | | | | | | [removed: 4.1] [added: 10.4] | | | | | | [removed: 4/23/2020] [added: 5/21/2020] | | |

| [removed: 4.8] [added: 10.51*] | | | | | | [removed: [Investment Agreement, dated as of April 23, 2020, by and] [added: [Stock Option Agreement] between [added: Peter Kern and] Expedia Group, Inc., [removed: SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P.](https://www.sec.gov/Archives/edgar/data/1324424/000119312520117346/d913320dex42.htm)] [added: dated as of February 25, 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit102pkernstockoption.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | [removed: 4.2] [added: 10.2] | | | | | | [removed: 4/23/2020] [added: 2/26/2021] | | |

| [removed: 4.9] [added: 4.8] | | | | | | [Indenture, dated as of May 5, 2020, among Expedia Group, Inc., [removed: the](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm) [Subsidiary](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm) [G](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm)[uarantors](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm) [from] [added: the Subsidiary Guarantors from] time to [removed: time](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm) [part](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm)[ies](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm) [thereto] [added: time parties thereto] and U.S. Bank National [removed: Association](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm) [](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm)[governing](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm) [the 6.250% Notes](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm)] [added: Association governing the 6.250%](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm) [Notes](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm) [due 202](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm)[5](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | 5/5/2020 | | |

| 4.10 | | | | | | [Indenture, dated as of [removed: May 5,] [added: July 14,] 2020, among Expedia Group, Inc., [removed: the](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm) [Subsidiary](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm) [G](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm)[uarantors](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm) [from] [added: the Subsidiary Guarantors from] time to [removed: time](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm) [part](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm)[i](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm)[es](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm) [thereto] [added: time parties thereto] and U.S. Bank National [removed: Association](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm) [governing](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm) [the 7.000% Notes](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex42.htm)] [added: Association governing the 4.625% Senior Notes due 2027](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.2 | | | | | | [removed: 5/5/2020] [added: 7/15/2020] | | |

| [removed: 4.11] [added: 4.9] | | | | | | [Indenture, dated as of July 14, 2020, among Expedia Group, Inc., [removed: the](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm) [Subsidiary G](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm)[uarantors](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm) [from] [added: the Subsidiary Guarantors from] time to [removed: time](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm) [part](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm)[ies](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm) [thereto] [added: time parties thereto] and U.S. Bank National [removed: Association](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm) [governing](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm) [the](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm) [3.600%] [added: Association governing the 3.600%] Senior Notes due [removed: 2](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm)[023](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | 7/15/2020 | | |

| 4.12 | | | | | | [Indenture, dated as of [removed: July 14, 2020, among] [added: March 3, 2021,](https://www.sec.gov/Archives/edgar/data/1324424/000110465921031563/tm218532d1_ex4-1.htm) [among] Expedia Group, Inc., [removed: the](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm) [Subsidiary](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm) [G](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm)[uarantors](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm) [from] [added: the Subsidiary Guarantors from] time to [removed: time](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm) [part](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm)[ies](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm) [thereto] [added: time parties thereto] and U.S. Bank National [removed: Association](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm) [governing] [added: Association governing] the [removed: 4.625%] [added: 2.95%] Senior Notes due [removed: 2027](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/1324424/000110465921031563/tm218532d1_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | [removed: 4.2] [added: 4.1] | | | | | | [removed: 7/15/2020] [added: 3/3/2021] | | |

| [removed: 4.15] [added: 4.1] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-415.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-41.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.3] [added: 10.18] | | | | | | [removed: [Amended and Restated Credit] [added: [Credit] Agreement dated as of [removed: September] [added: August] 5, [removed: 2014,] [added: 2020] among [removed: Expedia, Inc., a Delaware corporation, Expedia,] [added: Expedia Group,] Inc., [removed: a Washington corporation, Travelscape,] [added: Expedia Group International Holdings III,] LLC, [removed: a Nevada limited liability company; Hotwire, Inc., a Delaware corporation,] the Lenders [added: from time to time] party [removed: hereto,] [added: hereto and] JPMorgan Chase Bank, [removed: N.A.,] [added: N.A.] as Administrative [removed: Agent,] [added: Agent] and [removed: J.P. Morgan Europe Limited, as] London [removed: Agent](http://www.sec.gov/Archives/edgar/data/1324424/000119312514339211/d787631dex101.htm)] [added: Agent](http://www.sec.gov/Archives/edgar/data/1324424/000110465920091539/tm2026599d1_ex10-1.htm) (the “Foreign Credit Facility”)] | | | | | | | | | | | | 8-K | | | | | | [removed: 000-51447] [added: 001-37429] | | | | | | 10.1 | | | | | | [removed: 9/11/2014] [added: 8/6/2020] | | |

| [removed: 10.6] [added: 10.11] | | | | | | [removed: [Third Amendment, dated as of April 25, 2017, to the Amended and Restated Credit Agreement] [added: [Restatement Agreement,] dated as of [removed: September 5, 2014] [added: May 4, 2020,] among [removed: Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire,] [added: Expedia Group,] Inc., [removed: a Delaware corporation,] the [removed: other Borrowing Subsidiaries from time to time] [added: borrowing subsidiaries] party thereto, the [removed: Lenders from time to time] [added: lender] party [removed: thereto,] [added: thereto and] JPMorgan Chase Bank, N.A., as [removed: Administrative Agent,] [added: administrative agent] and [removed: J.P. Morgan Europe Limited, as] London [removed: Agent](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000015/ex101-q12017.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex101.htm) (the “Amended and Restated Credit Agreement”)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-37429 | | | | | | 10.1 | | | | | | [removed: 4/28/2017] [added: 5/5/2020] | | |

| [removed: 10.11] [added: 10.3] | | | | | | [Second Amended and Restated Governance Agreement by and between Expedia Group, Inc. and Barry Diller, dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-3.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.3 | | | | | | 4/16/2019 | | |

| [removed: 10.12] [added: 10.4] | | | | | | [Amendment No. 1 to Second Amended and Restated Governance Agreement by and between Expedia Group, Inc. and Barry Diller, dated as of April 10, 2020](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000024/amendmentno1tosecondam.htm) | | | | | | | | | | | | 8-K | | | | | | 001-3749 | | | | | | 10.1 | | | | | | 4/10/2020 | | |

| [removed: 10.13] [added: 10.5] | | | | | | [Amendment No. 2 to Amended and Restated Transaction Agreement, by and among Qurate Retail, Inc., Liberty Expedia Holdings, Inc., Barry Diller, John C. Malone and Leslie Malone, dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-4.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.4 | | | | | | 4/16/2019 | | |

| [removed: 10.14] [added: 10.6] | | | | | | [Assumption and Joinder Agreement to Tax Sharing Agreement by and among Expedia Group, Inc., Liberty Expedia Holdings, Inc. and Qurate Retail, Inc., dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-7.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.7 | | | | | | 4/16/2019 | | |

| [removed: 10.15] [added: 10.7] | | | | | | [Tax Sharing Agreement, by and between Liberty Interactive Corporation and Liberty Expedia Holdings, Inc., dated as of November 4, 2016](http://www.sec.gov/Archives/edgar/data/1355096/000110465916155209/a16-21199_1ex10d1.htm) | | | | | | | | | | | | 8-K*^ | | | | | | 001-33982 | | | | | | 10.1 | | | | | | 11/7/2016 | | |

| [removed: 10.16] [added: 10.8] | | | | | | [Assumption Agreement Concerning Transaction Agreement Obligations, by and among Expedia Group, Inc., Liberty Expedia Holdings, Inc., Qurate Retail, Inc., Barry Diller, John C. Malone and Leslie Malone, dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-9.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.9 | | | | | | 4/16/2019 | | |

| [removed: 10.17] [added: 10.9] | | | | | | [Assumption and Joinder Agreement to Reorganization Agreement by and among Expedia Group, Inc., Liberty Expedia Holdings, Inc. and Qurate Retail, Inc., dated as of April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-10.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.10 | | | | | | 4/16/2019 | | |

| [removed: 10.18] [added: 10.10] | | | | | | [Reorganization Agreement by and between Liberty Interactive Corporation and the Registrant, dated as of October 26, 2016](http://www.sec.gov/Archives/edgar/data/1669600/000110465916154886/a16-21047_1ex2d1.htm) | | | | | | | | | | | | POS- AM*† | | | | | | 333-210377 | | | | | | 2.1 | | | | | | 11/4/2016 | | |

| [removed: 10.20] [added: 10.12] | | | | | | [First Amendment, dated as of July 6, 2020 to the Amended and Restated Credit [removed: Agreement among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and London agent](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1020.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1020.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 001-37429] | | | | | | [added: 10.20] | | | | | | [added: 2/12/2021] | | |

| [removed: 10.21] [added: 10.13] | | | | | | [Second Amendment, dated as of August 5, 2020, to the Amended and Restated Credit [removed: Agreement among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and London agent](https://www.sec.gov/Archives/edgar/data/1324424/000110465920091539/tm2026599d1_ex10-2.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000110465920091539/tm2026599d1_ex10-2.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.2 | | | | | | 8/6/2020 | | |

| [removed: 10.22] [added: 10.14] | | | | | | [Third Amendment, dated as of October 1, 2020, to the Amended and Restated Credit [removed: Agreement among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and London agent](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1022.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1022.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 001-37429] | | | | | | [added: 10.22] | | | | | | [added: 2/12/2021] | | |

| [removed: 10.23] [added: 10.15] | | | | | | [Fourth Amendment, dated as of December 22, 2020, to the Amended and Restated Credit [removed: Agreement among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and London agent](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1023.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1023.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 001-37429] | | | | | | [added: 10.23] | | | | | | [added: 2/12/2021] | | |

| [removed: 10.27] [added: 10.20] | | | | | | [Second Amendment, dated as of December 22, 2020 to [removed: the Credit Agreement among Expedia Group, Inc., Expedia Group International Holdings III, LLC, the lenders from time to time party hereto and JPMorgan Chase Bank, N.A. as Administrative Agent and London Agent](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1027.htm)] [added: the](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1027.htm) [Foreign](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1027.htm) [Credit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1027.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 001-37429] | | | | | | [added: 10.27] | | | | | | [added: 2/12/2021] | | |

| [removed: 10.28*] [added: 10.23*] | | | | | | [Fifth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000029/expe2020proxystatement.htm#sb558c2e774b445dc9c172f5929fd43df) | | | | | | | | | | | | DEF 14A | | | | | | 001-37429 | | | | | | App.A | | | | | | 5/7/2020 | | |

| [removed: 10.29*] [added: 10.24*] | | | | | | [removed: [Orbitz Worldwide,] [added: [HomeAway,] Inc. [removed: 2007] [added: 2011] Equity [removed: and] Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312515322458/d18322dex991.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312515403385/d108921dex991.htm)] | | | | | | | | | | | | S-8 | | | | | | [removed: 333-206990] [added: 333-208548] | | | | | | 99.1 | | | | | | [removed: 9/17/2015] [added: 12/15/2015] | | |

| [removed: 10.31*] [added: 10.25*] | | | | | | [Expedia Group, Inc. 2013 Employee Stock Purchase Plan, as Amended and Restated](http://www.sec.gov/Archives/edgar/data/1324424/000132442420000077/ex103-q32020.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.3 | | | | | | 11/5/2020 | | |

| [removed: 10.32*] [added: 10.26*] | | | | | | [Expedia Group, Inc. 2013 International Employee Stock Purchase Plan, As Amended and Restated](http://www.sec.gov/Archives/edgar/data/1324424/000132442420000077/ex104-q32020.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.4 | | | | | | 11/5/2020 | | |

| [removed: 10.33*] [added: 10.27*] | | | | | | [Form of Expedia, Inc. Restricted Stock Unit Agreement (Directors)](http://www.sec.gov/Archives/edgar/data/1324424/000119312514290046/d728841dex101.htm) | | | | | | | | | | | | 10-Q | | | | | | 000-51447 | | | | | | 10.1 | | | | | | 8/1/2014 | | |

| [removed: 10.34*] [added: 10.28*] | | | | | | [Form of Expedia Group, Inc. 2020 Restricted Stock Unit Agreement (Directors)](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1034.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 001-37429] | | | | | | [added: 10.34] | | | | | | [added: 2/12/2021] | | |

| [removed: 10.35*] [added: 10.29*] | | | | | | [Form of Expedia, Inc. Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000006/ex-1022.htm) | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 10.22 | | | | | | 2/10/2017 | | |

| [removed: 10.36*] [added: 10.30*] | | | | | | [Form of Expedia Group, Inc. Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex101-q12018.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 4/27/2018 | | |

| [removed: 10.37*] [added: 10.31*] | | | | | | [Form of Expedia, Inc. Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000006/ex-1023.htm) | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 10.23 | | | | | | 2/10/2017 | | |

| [removed: 10.38*] [added: 10.32*] | | | | | | [Form of Expedia Group, Inc. Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex102-q12018.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.2 | | | | | | 4/27/2018 | | |

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

| 4.11 | | | | | | [Indenture, dated as of February 19, 2021 among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the 0% Convertible Notes due 2026](https://www.sec.gov/Archives/edgar/data/1324424/000110465921025826/tm217257d1_ex4-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | 2/19/2021 | | |

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

| 10.16 | | | | | | [Fifth Amendment, dated as of May 4, 2021, to the Amended and Restated Credit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000070/ex101-fifthamendmentxuscf.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 8/6/2021 | | |

| 10.17 | | | | | | [Sixth Amendment, dated as of](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-1017.htm) [December 13](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-1017.htm)[, 2021, to the Amended and Restated Credit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-1017.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.19 | | | | | | [First Amendment, dated as of October 1, 2020 to the](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1026.htm) [Foreign Credit Facility](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1026.htm) | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 10.26 | | | | | | 2/12/2021 | | |

| 10.21 | | | | | | [Third Amendment, dated as of May 4, 2021 to the Foreign Credit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000070/ex102-thirdamendmentxrcf.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.2 | | | | | | 8/6/2021 | | |

| 10.22 | | | | | | [Fourth Amendment, dated as of December 13, 2021 to the Foreign Credit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-1022.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

| 10.50* | | | | | | [Employment Agreement between Peter Kern and Expedia, Inc., effective February 25, 2021](http://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit101pkernemploymenta.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 2/26/2021 | | |

[Table](#i433d81903e814837b268e57261b357cb_7) [of Contents](#i433d81903e814837b268e57261b357cb_7)

| 99.1 | | | | | | [Order and Final Judgment, entered January 19, 2022](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-991.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 99.2 | | | | | | [Stipulation of Compromise and Settlement, dated November 2, 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-992.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| 2.3 | | | | | | [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) | | | | | | | | | | | | 8-K | | | | | | 000-51447 | | | | | | 2.1 | | | | | | 5/22/2015 | | |

| 3.3 | | | | | | [Certificate of Designations with respect to Series A Preferred Stock](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex31.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 3.1 | | | | | | 5/5/2020 | | |

| 4.13 | | | | | | [Registration Rights Agreement, dated as of July 14, 2020, by and among Expedia Group, Inc., the](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-3.htm) [G](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-3.htm)[uarantors party thereto and J.P. Morgan Securities LLC relating to the 2023 Notes.](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-3.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.3 | | | | | | 7/15/2020 | | |

| 4.14 | | | | | | [Registration Rights Agreement, dated as of July 14, 2020, by and among Expedia Group, Inc., the](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-4.htm) [G](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-4.htm)[uarantors party thereto and J.P. Morgan Securities LLC relating to the 2027 Notes.](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-4.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.4 | | | | | | 7/15/2020 | | |

| 10.4 | | | | | | [First Amendment, dated as of February 4, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000119312516452998/d132562dex101.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 2/8/2016 | | |

| 10.5 | | | | | | [Second Amendment, dated as December 22, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000006/ex-1014.htm) | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 10.14 | | | | | | 2/10/2017 | | |

| 10.7 | | | | | | [Fourth Amendment, dated as of May 31, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent.](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000026/expediafourthamendarcred.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 6/1/2018 | | |

| 10.8 | | | | | | [Fifth Amendment, dated as of September 10, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000053/ex101-q32018.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 10/26/2018 | | |

| 10.9 | | | | | | [Sixth Amendment, dated as of December 28, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1017.htm) | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 10.17 | | | | | | 2/8/2019 | | |

| 10.10 | | | | | | [Seventh Amendment, dated as of March 7, 2019, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000020/ex1016-q12019.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.16 | | | | | | 5/3/2019 | | |

| 10.19 | | | | | | [Restatement Agreement, dated as of May 4, 2020, among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lender](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex101.htm) [party thereto and JPMorgan Chase Bank, N.A., as administrative agent and London agent](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex101.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 5/5/2020 | | |

| 10.24 | | | | | | [Registration Rights Agreement, dated as of May 5, 2020, by and among Expedia Group, Inc., AP Fort Holdings, L.P., SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P.](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex102.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.2 | | | | | | 5/5/2020 | | |

| 10.25 | | | | | | [Credit Agreement dated as of August 5, 2020 among Expedia Group, Inc., Expedia Group International Holdings III, LLC, the Lenders from time to time party hereto and JPMorgan Chase Bank, N.A. as Administrative Agent and London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000110465920091539/tm2026599d1_ex10-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 8/6/2020 | | |

| 10.26 | | | | | | [First Amendment, dated as of October 1, 2020 to the Credit Agreement among Expedia Group, Inc., Expedia Group International Holdings III, LLC, the lenders from time to time party hereto and JPMorgan Chase Bank, N.A. as Administrative Agent and London Agent](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1026.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.30* | | | | | | [HomeAway, Inc. 2011 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312515403385/d108921dex991.htm) | | | | | | | | | | | | S-8 | | | | | | 333-208548 | | | | | | 99.1 | | | | | | 12/15/2015 | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 11, 2021.][added: 10, 2022.]

| [Consolidated Financial [removed: Statements](#id7dc7f6887eb4ad5bf1c502f3f240ae9_115)] [added: Statements](#i433d81903e814837b268e57261b357cb_115)] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#id7dc7f6887eb4ad5bf1c502f3f240ae9_112)] [added: Firm](#i433d81903e814837b268e57261b357cb_112) (PCAOB ID: 42)] | | | [removed: [F-](#id7dc7f6887eb4ad5bf1c502f3f240ae9_112) [2](#id7dc7f6887eb4ad5bf1c502f3f240ae9_112)] [added: [F-](#i433d81903e814837b268e57261b357cb_112) [2](#i433d81903e814837b268e57261b357cb_112)] | | |

| [Consolidated Statements of [removed: Operations](#id7dc7f6887eb4ad5bf1c502f3f240ae9_118)] [added: Operations](#i433d81903e814837b268e57261b357cb_118)] | | | [removed: [F-](#id7dc7f6887eb4ad5bf1c502f3f240ae9_118) [5](#id7dc7f6887eb4ad5bf1c502f3f240ae9_118)] [added: [F-](#i433d81903e814837b268e57261b357cb_118) [4](#i433d81903e814837b268e57261b357cb_118)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#id7dc7f6887eb4ad5bf1c502f3f240ae9_121)] [added: Income](#i433d81903e814837b268e57261b357cb_121)] | | | [removed: [F-](#id7dc7f6887eb4ad5bf1c502f3f240ae9_121) [6](#id7dc7f6887eb4ad5bf1c502f3f240ae9_121)] [added: [F-](#i433d81903e814837b268e57261b357cb_121) [5](#i433d81903e814837b268e57261b357cb_121)] | | |

| [Consolidated Balance [removed: Sheets](#id7dc7f6887eb4ad5bf1c502f3f240ae9_124)] [added: Sheets](#i433d81903e814837b268e57261b357cb_124)] | | | [removed: [F-](#id7dc7f6887eb4ad5bf1c502f3f240ae9_124) [7](#id7dc7f6887eb4ad5bf1c502f3f240ae9_124)] [added: [F-](#i433d81903e814837b268e57261b357cb_124) [6](#i433d81903e814837b268e57261b357cb_124)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#id7dc7f6887eb4ad5bf1c502f3f240ae9_130)] [added: Equity](#i433d81903e814837b268e57261b357cb_127)] | | | [removed: [F-](#id7dc7f6887eb4ad5bf1c502f3f240ae9_130) [8](#id7dc7f6887eb4ad5bf1c502f3f240ae9_130)] [added: [F-](#i433d81903e814837b268e57261b357cb_127) [7](#i433d81903e814837b268e57261b357cb_127)] | | |

| [Consolidated Statements of Cash [removed: Flows](#id7dc7f6887eb4ad5bf1c502f3f240ae9_136)] [added: Flows](#i433d81903e814837b268e57261b357cb_130)] | | | [removed: [F-](#id7dc7f6887eb4ad5bf1c502f3f240ae9_136) [10](#id7dc7f6887eb4ad5bf1c502f3f240ae9_136)] [added: [F-](#i433d81903e814837b268e57261b357cb_130) [9](#i433d81903e814837b268e57261b357cb_130)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id7dc7f6887eb4ad5bf1c502f3f240ae9_139)] [added: Statements](#i433d81903e814837b268e57261b357cb_133)] | | | [removed: [F-](#id7dc7f6887eb4ad5bf1c502f3f240ae9_139) [11](#id7dc7f6887eb4ad5bf1c502f3f240ae9_139)] [added: [F-](#i433d81903e814837b268e57261b357cb_133) [10](#i433d81903e814837b268e57261b357cb_133)] | | |

We have audited the accompanying consolidated balance sheets of Expedia Group, Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 11, 2021] [added: 10, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | As discussed in Note 2 of the financial statements, travelers enrolled in the Expedia Rewards and Hotels.com Rewards loyalty programs (collectively “loyalty programs”) earn reward points with each eligible booking made which can be redeemed for free or discounted future bookings. Member consideration is allocated between travel services and reward points earned in the loyalty programs. The Company defers the relative standalone selling price of earned reward points, net of rewards not expected to be redeemed (known as “breakage”), as deferred loyalty rewards within deferred merchant bookings on the consolidated balance sheet. To estimate the relative standalone selling price for reward points, the Company considers the stated redemption value per point dictated by the terms of the loyalty programs and then estimates the future breakage of reward points based on statistical modeling techniques using historical member activity. The deferred loyalty rewards balance, net of amounts paid to the travel suppler, is recognized as revenue when the travel service purchased with the loyalty reward is satisfied. [removed: Auditing the Company’s deferred loyalty rewards balance is especially complex and judgmental due to significant measurement uncertainty in determining the expected future breakage of reward points. Management uses statistical modeling techniques to estimate future breakage based on historical member activity. The amount of member consideration allocated to the reward points earned is sensitive to the expected future breakage assumption. Changes in loyalty program terms or the method or manner in which reward points can be redeemed by members can change member behavior which increases the measurement uncertainty as historical member activity may not be indicative of future behavior.] | | |

| *Description of the Matter* | | | | | | As discussed in Note 2 to the consolidated financial statements, the Company records a valuation allowance based on the assessment of the realizability of the Company’s deferred tax assets. The Company establishes a valuation allowance to reduce deferred tax assets to the amount management believes is more likely than not to be realized. For the year ended December 31, [removed: 2020,] [added: 2021,] the Company recorded deferred tax assets of [removed: $1,356] [added: $1,518] million and a related valuation allowance of [removed: $216] [added: $171] million. Auditing management’s assessment of the realizability of its deferred tax assets is complex because management’s projection of future taxable income includes forward-looking assumptions that are inherently judgmental because they may be affected by future market or other economic conditions. | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenue | | | $ | [removed: 5,199] [added: 8,598] | | | | | $ | [removed: 12,067] [added: 5,199] | | | | | $ | [removed: 11,223] [added: 12,067] | |

| Cost of revenue (exclusive of depreciation and amortization shown separately below) (1) | | | [removed: 1,680] [added: 1,522] | | | | | | [removed: 2,077] [added: 1,649] | | | | | | [removed: 1,864] [added: 2,066] | | |

| Selling and marketing [removed: (1)] | | | 2,546 | | | | | | [added: 2,527 | | | | | |] 6,078 | | | | | | [removed: 5,721] [added: 6,060] | | |

| Technology and content [removed: (1)] | | | 1,010 | | | | | | [added: 1,068 | | | | | |] 1,226 | | | | | | [removed: 1,122] [added: 1,263] | | |

| General and administrative [removed: (1)] | | | 597 | | | | | | [added: 589 | | | | | |] 815 | | | | | | [removed: 774] [added: 807] | | |

| Depreciation and amortization | | | [removed: 893] [added: 814] | | | | | | [removed: 910] [added: 893] | | | | | | [removed: 959] [added: 910] | | |

| Impairment of goodwill | | | [removed: 799] [added: 14] | | | | | | [removed: —] [added: 799] | | | | | | [removed: 86] [added: —] | | |

| [removed: Impairment] [added: Amortization] of intangible assets | | | [removed: 175] [added: —] | | | | | | — | | | | | | [removed: 42] [added: —] | | | [added: | | | (99) | | | | | | (99) | | |]

| Legal reserves, occupancy tax and other | | | [removed: (13)] [added: 1] | | | | | | [removed: 34] [added: (13)] | | | | | | [removed: (59)] [added: 34] | | |

| Restructuring and related reorganization [removed: changes] [added: charges] | | | [removed: 231] [added: 55] | | | | | | [removed: 24] [added: 231] | | | | | | [removed: —] [added: 24] | | |

| Operating income (loss) | | | [removed: (2,719)] [added: 186] | | | | | | [removed: 903] [added: (2,719)] | | | | | | [removed: 714] [added: 903] | | |

| Interest income | | | [removed: 18] [added: 9] | | | | | | [removed: 59] [added: 18] | | | | | | [removed: 71] [added: 59] | | |

| Interest expense | | | [removed: (360)] [added: (351)] | | | | | | [removed: (173)] [added: (360)] | | | | | | [removed: (190)] [added: (173)] | | |

| Other, net | | | [removed: (90)] [added: (58)] | | | | | | [removed: (14)] [added: (77)] | | | | | | [removed: (110)] [added: (14)] | | |

| Total other expense, net | | | [removed: (432)] [added: (224)] | | | | | | [removed: (128)] [added: (432)] | | | | | | [removed: (229)] [added: (128)] | | |

| Income (loss) before income taxes | | | [removed: (3,151)] [added: (38)] | | | | | | [removed: 775] [added: (3,151)] | | | | | | [removed: 485] [added: 775] | | |

| Provision for income taxes | | | [removed: 423] [added: 53] | | | | | | [removed: (203)] [added: 423] | | | | | | [removed: (87)] [added: (203)] | | |

| Net income (loss) | | | [removed: (2,728)] [added: 15] | | | | | | [removed: 572] [added: (2,728)] | | | | | | [removed: 398] [added: 572] | | |

| Net (income) loss attributable to non-controlling interests | | | [removed: 116] [added: (3)] | | | | | | [removed: (7)] [added: 116] | | | | | | [removed: 8] [added: (7)] | | |

| Net income (loss) attributable to Expedia Group, Inc. | | | [removed: (2,612)] [added: 12] | | | | | | [removed: 565] [added: (2,612)] | | | | | | [removed: 406] [added: 565] | | |

| Preferred stock dividend | | | [removed: (75)] [added: (67)] | | | | | | [removed: —] [added: (75)] | | | | | | — | | |

| Net income (loss) attributable to Expedia Group, Inc. common stockholders | | | $ | [removed: (2,687)] [added: (269)] | | | | | $ | [removed: 565] [added: (2,687)] | | | | | $ | [removed: 406] [added: 565] | |

| Basic | | | $ | [removed: (19.00)] [added: (1.80)] | | | | | $ | [removed: 3.84] [added: (19.00)] | | | | | $ | [removed: 2.71] [added: 3.84] | |

| Diluted | | | [removed: (19.00)] [added: (1.80)] | | | | | | [removed: 3.77] [added: (19.00)] | | | | | | [removed: 2.65] [added: 3.77] | | |

| Basic | | | [removed: 141,414] [added: 149,734] | | | | | | [removed: 147,194] [added: 141,414] | | | | | | [removed: 149,961] [added: 147,194] | | |