Expedia Group (EXPE) 10-K risk factor changes: FY2022 vs FY2021

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

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

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

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

[removed: The] [added: In addition, the] pandemic [removed: has] impeded global economic activity for an extended period and could continue to do so, [removed: even as restrictions are 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 [removed: could] [added: would] significantly reduce discretionary spending [removed: by individuals and businesses] on travel.

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

[removed: While we have undertaken certain actions to attempt] [added: For example, in response] to [removed: mitigate] the [removed: effects] [added: spread] of COVID-19 [removed: on our business, our cost-savings activities may] [added: in early 2020, we incurred significant additional indebtedness and took other actions, including the ultimate adoption of a hybrid work policy, that could] lead to disruptions in our business, [removed: inability to enhance or preserve our brand awareness,] reduced employee morale and productivity, increased attrition, and problems retaining existing and recruiting future employees, all of which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

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

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

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

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

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

In recent [removed: years] [added: years,] search engines have increased their focus on acquiring or launching travel products that provide increasingly comprehensive travel planning content and direct booking capabilities, comparable to OTAs.

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

Search engines [removed: also] may [added: also] continue to expand their voice and artificial intelligence capabilities.

To the extent metasearch websites limit our participation within their search results, or consumers utilize a metasearch website for travel services and bookings instead of ours, our traffic-generating arrangements could be affected in a negative manner, or we may be required to increase our marketing costs to maintain [removed: market] share, either of which could have an adverse effect on our business and results of operations.

In addition, as a result of our majority ownership interest in trivago, we also [removed: now] compete more directly with other metasearch engines and content aggregators for advertising revenue.

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

If we are unable to offer innovative, user-friendly, feature-rich mobile applications and mobile-responsive websites for our travel services, along with effective marketing and advertising, or if our mobile applications and mobile-responsive websites are not used by consumers, we could lose [removed: market] share to existing competitors or new entrants and our future growth and results of operations could be adversely affected.

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

[removed: 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, labor shortages, whether due to the impact of the COVID-19 pandemic or otherwise, bankruptcies or liquidations, increased incidents of actual or threatened terrorism, natural disasters, travel-related accidents or grounding of aircraft due to safety concerns, and changes to visa and immigration requirements or border control policies.

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

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

Our business depends on our relationships with travel suppliers and [removed: travel distribution] [added: other B2B] partners.

An important component of our business success depends on our ability to maintain and expand relationships with travel suppliers (including owners and managers of alternative accommodation [removed: properties) and] [added: properties),] GDS [added: partners and other B2B] partners.

Our [removed: substantial] indebtedness, 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.

In addition to the impact of the COVID-19 pandemic and other potential pandemic or health-related events, we have experienced, and may experience in the future, declines in seasonal liquidity and capital provided by our merchant hotel business, which has historically provided a meaningful portion of our operating cash flow and is dependent on several factors, including the rate of growth of our merchant hotel business and the relative growth of businesses which consume rather than generate working capital, such as our agency hotel, [removed: advertising] and [removed: managed corporate travel businesses] [added: advertising businesses,] and payment terms with suppliers.

If, as was the case [removed: in 2020,] [added: during the COVID-19 pandemic,] our merchant hotel business declines, it would likely result in further pressure on our working capital cash balances, cash flow over time and liquidity.

[removed: In light of] [added: Due to] uncertainty in the capital and credit [removed: markets and constraints on our liquidity,] [added: markets,] we cannot guarantee that sufficient financing will be available on desirable, or any terms, to fund investments, acquisitions, stock repurchases, dividends, debt refinancing or other actions or that our counterparties in any such financings would honor their contractual commitments.

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

[removed: We have significant indebtedness, which] [added: Our indebtedness] could adversely affect our business and financial condition.

As of December 31, [removed: 2021,] [added: 2022,] we have outstanding long-term indebtedness, excluding current maturities, with a face value of [removed: $7.8] [added: $6.3] billion and we have [added: an essentially untapped] revolving credit [removed: facilities with outstanding commitments totaling $2.0 billion, which is essentially untapped.][added: facility of $2.5 billion.]

| • | | | Placing us at a competitive disadvantage compared to our competitors that [removed: have] [added: are] less [removed: debt; and] [added: levered;] | | |

| • | | | Limiting our ability to borrow additional funds or to borrow funds at [added: undesirable] rates or [removed: on other] terms we find acceptable. | | |

| • | | | [removed: Borrow] [added: Cause or permit certain subsidiaries to borrow] money, and guarantee or provide other support for indebtedness of third parties including guarantees; | | |

| • | | | Enter into certain asset sale [removed: transactions, including partial or full spin-off] transactions; [added: and] | | |

| • | | | Enter into sale and leaseback [removed: transactions; and] [added: transactions.] | | |

Any failure to comply with the restrictions of our credit [removed: facilities] [added: facility] 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.

In addition, lenders may be able to terminate any commitments they had made to supply us with further [removed: funds and our secured lenders may be able to foreclose against the assets constituting collateral for our secured debt.][added: funds.]

The terms of our revolving credit [removed: facilities] [added: facility] and the indentures governing our outstanding senior notes allow us to incur additional debt subject to certain limitations.

The pandemic had, and may continue to have, a number of material adverse impacts on our business, financial performance and liquidity position.

For example, in 2020, we experienced significantly reduced levels of new bookings, significantly heightened levels of cancellations, and instigated traveler-centric modifications to our cancellation policies.

The pandemic also had a significant adverse effect on many of the partners on which our business relies, including accommodation providers and airlines, as well as on the traveling public generally and our employees.

Our mitigation efforts in response to the impacts of COVID-19 on our businesses have had, or may continue to have, negative impact.

The ultimate extent of the impact of the pandemic, including as a result of possible subsequent outbreaks of COVID-19 or of new variants thereof and measures taken in response thereto, will depend on future developments, which remain highly uncertain and cannot currently be predicted.

Additional impacts and risks that we are not currently aware of may arise.

Factors that could negatively affect the travel industry in general and our business in particular, potentially materially, include: macroeconomic concerns, including recessions, political instability and geopolitical conflicts (such as the war in Ukraine), trade disputes, significant fluctuations in currency values, sovereign debt issues, bans on travel to and from certain countries, significant changes in oil

Likewise, no assurance can be given that our other B2B partners will elect to participate in our platform or that our compensation will not be reduced.

in the credit markets could increase our cost of capital (including, with respect to ratings downgrades, the interest rate applicable to certain of our outstanding senior notes).

| • | | | Requiring us to use cash and/or issue shares of our Class A common stock to settle any conversion obligations of our convertible notes; | | |

| • | | | Diluting our earnings per share as a result of the conversion provisions in our convertible notes; and | | |

| • | | | Grant certain liens on certain of our assets; | | |

In addition, our revolving credit facility contains a leverage ratio covenant, which effectively limits our ability to incur and/or maintain indebtedness.

could cause a website to place lower in search query results or inhibit participation in the search query results.

The lack of industry wide adoption of SCA may continue to add to the complexity of payment transactions for us and our suppliers.

| • | | | Increased regulatory scrutiny of our core or acquired business; and | | |

In recent years, we have undertaken a number of significant, multi-year strategic initiatives to provide greater services and value to our travelers, suppliers and business partners.

The most significant of these initiatives are described below in Part I.

Item 1.

Business, under the caption “Market Opportunity and Business Strategy.” We may not realize the benefits we expect to achieve from these and our other strategic initiatives or our efforts may negatively impact our business and operations due to a variety of factors, including, but not limited to, unexpected delays, operational or technological challenges, or higher than expected costs or expenses.

As a result, our business operations, financial condition and results of operations could be materially and adversely impacted.

For example, short-term rental regulations currently under consideration in the European Union could require us to provide data to governments about short-term rentals listed on our sites in multiple EU countries.

Item 3.

Legal Proceedings *— Competition and Consumer Matters*.

As such, potential tax liabilities may exceed our current tax reserves.

Item 3.

Legal Proceedings.

We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities.

Taxing jurisdictions around the world have focused legislative efforts on tax reform, transparency, base erosion, and have enacted or are considering enacting digital services taxes, which could lead to inconsistent and potentially overlapping international tax regimes.

The Organization for Economic Cooperation and Development (OECD) continues to advance proposals relating to its initiative for modernizing international tax rules, with the goal of having the participant countries implement a modernized and aligned international tax framework, however there can be no guarantee this will occur.

If existing tax laws, rules, or regulations change, by amendment or new legislation, the result could increase our tax liabilities and reporting obligations, including requirements to provide information about travel suppliers, customers, and transactions on our technology platform.

We

also license content from suppliers for our creative campaigns.

We also cannot be sure that content obtained from suppliers won’t be subject to intellectual property infringement claims by a third party.

We may be unable to successfully migrate and improve our technology as planned or we may not achieve the expected benefits from any such initiatives, and as a result our business, including customer relationships, reputation and operations, could be materially adversely affected.

Due to the size and scale of our technology infrastructure and overall operations, vulnerabilities present within our systems may result in unauthorized access to confidential data including our own proprietary data, that of our partners or the personal data of our customers, including payment data.

In addition, given the nature of our operations, consumer personal and payment data may also be accessed inappropriately within partner systems should those partners also experience a breach.

In addition, we continue to encounter attempted external attacks in a variety of forms, including ransomware, account takeovers, phishing, and denial of service attacks.

As these continue, there is a risk that successful attacks may cause a significant cybersecurity incident which impacts our critical operations.

Successful attacks have the potential to damage our reputation, increase costs, and result in regulatory scrutiny or fines.

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.

Individuals’ ability to travel has 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 the process of vaccinating their residents against COVID-19 is underway in many countries, with various levels of success, the large scale and challenging logistics of distributing the vaccines, 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 virus, may all contribute to delays in economic recovery, particularly for the travel industry.

The measures implemented to contain the COVID-19 pandemic have at times led to 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 pandemic and will continue to adapt our cancellation policies as the situation evolves.

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.

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

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

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.

| | | | | | |

| • | | | Pay dividends on, redeem or repurchase our capital stock; | | |

| • | | | Enter into secured financing arrangements; | | |

| • | | | Acquire businesses of, or make investments in, third parties; | | |

| • | | | Move assets among our subsidiaries or restructure our group; | | |

| • | | | Enter into unrelated businesses. | | |

In addition, our revolving credit facilities require that we meet certain financial tests, including a leverage ratio test.

We are also pursuing and expect to continue to pursue long-term growth opportunities, particularly in emerging markets, which have had and may continue to have a negative impact on our overall marketing efficiency.

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

Additionally, due to the COVID-19 pandemic, most of our employees are working remotely, which may strain the ability of certain technology vendors to support the increased demand for services, such as remote connectivity.

During 2019, we initiated a restructuring of portions of our global workforce in an effort to simplify and streamline our organization, improve our cost structure and the operation of our overall businesses.

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

Due to the COVID-19 pandemic, we implemented certain additional operational cost saving actions in 2020 and 2021 that went beyond what had been originally planned.

The operational efficiencies and restructuring actions we have undertaken in the past several years, as well as future actions, may not achieve our targeted operational cost savings, improvements and efficiencies, which could adversely impact our results of operations and financial condition.

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

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

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

Any of these consequences could adversely impact our business.

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

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,

As such, potential tax liabilities may exceed our current tax reserves or may require us to modify our business practices and incur additional cost to comply, any of which may have a material adverse effect on our business.

In the past we have been required, and in the future may be required, in certain jurisdictions to pay tax assessments prior to contesting their validity.

A description of ongoing tax inquiries or audits in “pay-to-play” jurisdictions, is included in NOTE 15 — Commitments and Contingencies in the notes to the consolidated financial statements.

The enactment of legislation implementing changes in taxation of domestic or international business activities, the adoption of other corporate tax reform policies, or changes in tax legislation or policies could materially affect our financial position and results of operations.

If existing tax laws, rules, or regulations change, by amendment or new legislation, with respect to occupancy tax, sales tax, value-added taxes, goods and services tax, digital services tax, withholding taxes, revenue-based taxes, unclaimed property, or other tax laws applicable to the digital economy or multi-national businesses, the result of these changes could increase our tax liabilities.

Potential outcomes include, prospectively or retrospectively, additional responsibility to collect and remit indirect taxes, including on behalf of travel suppliers, imposition of interest and penalties, multiple levels of taxation, and an obligation to comply with information reporting laws or regulations requiring us to provide information about travel suppliers, customers, and transactions on our technology platform.

The outcome of these changes may have an adverse effect on our business or financial performance.

Taxing authorities have focused legislative efforts on tax reform, transparency, and base erosion prevention.

As a result, policies regarding corporate income and other taxes in various jurisdictions are under heightened scrutiny and tax reform legislation is being proposed or enacted in several jurisdictions.

In general, changes in tax laws may affect our effective tax rate, increase our tax liabilities, and impact the value of deferred tax balances.

Since releasing its interim report in 2018, the Organization for Economic Co-operation and Development (“OECD”) has proposed measures to address corporate tax challenges of the digital economy.

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

For additional information about our portfolio of brands, see the disclosure set forth in Part I, Item 1, Business, under the caption [removed: “Management Overview.”][added: “Market Opportunity and Business Strategy.”]

This section of this Form 10-K generally discusses the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year over year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of the year ended December 31, [removed: 2019] [added: 2020] items and the year over year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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: 2020 ("2020 Form 10-K").][added: 2021.]

The COVID-19 pandemic, and measures to contain the virus, including government travel restrictions and quarantine orders, [removed: have] had [removed: a significant negative] [added: an unprecedented] impact on the [added: global] travel [removed: industry.][added: industry and materially and negatively impacted our business, financial results and financial condition.]

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

[removed: The] [added: Despite positive developments, the] full duration and total impact of COVID-19 remains [removed: uncertain] [added: uncertain,] and [added: therefore] it is difficult to predict [removed: how the recovery will unfold for] [added: any future impact on] the travel industry and, in particular, our business.

Additionally, further health-related events, political instability, geopolitical conflicts, acts of terrorism, significant fluctuations in currency values, [added: sustained levels of increased inflation,] sovereign debt issues, and natural disasters, are examples of other events that could have a negative impact on the travel industry in the future.

[removed: In 2021, we successfully achieved] [added: We have also executed cost savings initiatives aimed at simplifying] the [removed: previously outlined] [added: organization and increasing efficiency, achieving by 2021 forward] annualized run-rate fixed cost savings of $700 to $750 million compared to the fourth quarter of 2019 exit rate, as well as [removed: the] greater than $200 million in variable costs savings, at 2019 volume levels.

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

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

Online penetration is higher in the U.S. and [added: Western] European markets with online penetration rates in [removed: the] [added: some] emerging markets, such as [removed: Asia Pacific and] Latin [removed: American] [added: America and Eastern European] regions, [removed: historically] lagging behind those regions.

[removed: The emerging] [added: Emerging] market [added: online] penetration rates increased [removed: over] [added: through] the [removed: past few years,] [added: COVID-19 pandemic,] and are expected to continue growing, which presents an attractive growth opportunity for our business, while also attracting many competitors to online travel.

[removed: This competition] intensified in recent years, and the industry is expected to remain highly competitive for the foreseeable future.

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

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

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

Lodging includes [added: both] hotel [removed: accommodations] and alternative accommodations.

As a percentage of our total worldwide revenue in [removed: 2021,] [added: 2022,] lodging accounted for [removed: 75%.][added: 76%.]

As a result of the impact on travel demand from the COVID-19 outbreak, room nights [added: stayed] grew [removed: 35%] [added: 29%] in [removed: 2021] [added: 2022,] as compared to a [removed: decline 55%] [added: growth of 35%] in [removed: 2020] [added: 2021] and a [removed: growth] [added: decline] of [removed: 11%] [added: 55%] in [removed: 2019.][added: 2020.]

ADRs for rooms [removed: booked on] [added: stayed for] Expedia Group [removed: websites decreased 1% in 2019,] increased 3% in 2020, [removed: and] increased 20% in [removed: 2021.][added: 2021 and increased 7% in 2022.]

As of December 31, [removed: 2021,] [added: 2022,] our global lodging marketplace had approximately 3 million lodging properties available, including over 2 million online bookable alternative accommodations listings [added: through Vrbo] and approximately [removed: 875,000 hotels.][added: 900,000 hotels and alternative accommodations through our other brands.]

Additionally, increased promotional activities such as growing loyalty [removed: programs contribute] [added: programs, discounting, and couponing have contributed] to declines in revenue per room night and [removed: profitability.][added: profitability in certain cases.]

[removed: In addition, other] [added: Other] factors [added: that] could [removed: pressure ADR trends, including the continued] [added: lead to moderating ADRs include] growth in hotel supply [removed: in recent years] and the increase in alternative accommodation inventory.

[removed: In the meantime, certain hotel chains have been focusing] on [removed: driving direct bookings on] their own websites and mobile applications by advertising lower rates than those available on third-party websites as well as incentives such as loyalty [removed: points,] [added: programs,] increased or exclusive product availability and complimentary [removed: Wi-Fi.][added: benefits.]

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

Vrbo is a leader in this [removed: market] [added: market, specializing in unique whole home inventory, primarily in North American leisure markets,] and represents an attractive growth opportunity for Expedia Group.

While [removed: we experienced some improvement in] air bookings [removed: during 2021 versus 2020, it] [added: improved in 2022 relative to 2021, our air business] continues to lag lodging bookings and [removed: is still meaningfully] [added: remains] below 2019 levels.

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

Air ticket volumes increased [removed: 7% in 2019, declined 63%] [added: 8%] in [removed: 2020,] [added: 2022] and increased 43% during [removed: 2021.][added: 2021, compared to a decline of 63% in 2020.]

As a percentage of our total worldwide revenue in [removed: 2021,] [added: 2022,] air accounted for 3%.

In [removed: 2021,] [added: 2022,] we generated [removed: $603] [added: $777] million of advertising and media revenue, a [removed: 49%] [added: 29%] increase from [removed: 2020,] [added: 2021,] representing 7% of our total worldwide revenue.

The growth [removed: of] [added: in] our [added: B2B segment,] international operations, advertising business or a change in our product mix, [removed: including the growth of Vrbo,] [added: among others,] may [added: also] influence the typical trend of [removed: the] seasonality in the future.

[removed: Impacts] [added: Significantly higher cancellations and reduced booking volumes] from COVID-19 disrupted our typical seasonal pattern for bookings, revenue, profit and cash flows [removed: during] [added: from] 2020 [removed: and 2021.][added: through early 2022, but have generally returned to historic seasonality.]

[removed: This resulted] [added: During 2022, booking and travel trends have nearly normalized resulting] in working capital benefits and positive cash flow [removed: more] [added: in the current period] akin to typical historical trends.

[removed: It] [added: However, it] remains difficult to forecast the [removed: seasonality] [added: working capital trends] for the upcoming quarters, given the uncertainty related to the [added: full] duration [removed: of the impact from COVID-19] and [removed: the shape and timing] [added: total impact] of [removed: any sustained recovery.][added: COVID-19.]

Orbitz Rewards allows travelers to earn Orbucks, the currency of Orbitz Rewards, on flights, hotels and vacation [added: 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 [added: called "One Key"] spanning all [removed: products and global brands.][added: our main brands, which we expect to launch in 2023.]

[removed: Our significant estimates in the market approach model include identifying] similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units.

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 [added: over the remaining economic life of the primary asset in the asset group.]

With the evolution of milder COVID-19 variants, availability of multiple vaccine booster doses and increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted, and countries around the world reopened their borders for foreign travel.

However, we note that the recovery has been uneven, with different regions experiencing different rates of recovery.

More recently, inflation and other macroeconomic pressures in the U.S. and the global economy, such as rising interest rates, appreciation of the dollar, energy price volatility and inflationary pressures, have contributed to an increasingly complex macroeconomic environment.

Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends.

Despite these factors, we have witnessed a healthy recovery of travel demand, which remains strong and is attributable to factors including pent-up demand from the COVID-19 pandemic, and consumers prioritizing spend on travel and experiences over other discretionary spending.

As a result of these initiatives, and a near full recovery in travel bookings, we have experienced increases in Adjusted EBITDA margins, profitability and operating cash flows in excess of historic levels.

Item 1.

Business, under the caption “Market Opportunity and Business Strategy.”

This competition

Other competitors have arisen, including vacation rental property managers such as Vacasa, who operate their own booking sites in addition to listing on Airbnb, Vrbo, and Booking.com, and are expected to continue to grow as a percentage of the global accommodation market.

Most recently, ride sharing app Uber has added transportation and experience offerings to its app via partnerships with other travel providers.

In 2022, we began evolving our strategy from being largely transactionally focused, where we were primarily focused on acquiring customers through performance channels, to building a direct relationship with our customers by allocating more marketing spend towards our loyalty programs, paid app downloads, and brand awareness.

While we maintain a large portfolio of consumer brands, we put the majority of our marketing efforts towards our three core consumer brands: Expedia, Hotels.com, and Vrbo.

Over the last couple of years, our lodging business saw a significant increase in ADRs compared to pre-pandemic levels, which were driven by broader industry trends, a mix shift to Vrbo and high ADR geographies.

Our relationships and overall economics with hotel supply partners have been broadly stable in recent years.

Strong pent-up demand and high operating costs during 2022 drove a 14% increase in the U.S. hotel industry ADRs versus 2019, according to Smith Travel Research (STR).

In the future, we could see macroeconomic factors influence hotel ADR trends, including as the rising living costs due to inflation and higher interest rates.

In the meantime, certain hotel chains have been focusing on driving direct bookings

Similar to the rest of travel, the airlines experienced a surge in pent-up demand, however they have been operating at reduced capacity due to staffing shortages, supply chain disruptions, and elevated fuel costs.

In 2022, the reduced airline capacity and high operating costs drove average U.S. domestic airfares up approximately 10% compared to pre-pandemic levels, according to Airlines Reporting Corporation (ARC) data.

Since the onset of COVID-19, online travel agencies, including ourselves, have reduced marketing spend on trivago.

In response, trivago has reduced its own marketing spend and lowered operating costs to preserve profitability.

We expect trivago to continue to experience revenue pressure going forward.

Our significant estimates in the market approach model include identifying

If the tax position meets the more

Gross bookings increased 31% in 2022 compared to 2021 as gross bookings for lodging, air and other travel products grew as travel demand continued to recover.

Revenue margin in 2022 was higher than 2021 as a result of improved margins at our lodging business.

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs 2021 | | | | | | 2021 vs 2020 | | |

| Total revenue | | | $ | 11,667 | | | | | $ | 8,598 | | | | | $ | 5,199 | | | | | 36 | | % | | | | 65 | | % |

Lodging revenue increased 38% in 2022 on a 29% increase in room nights stayed and as well as stayed ADR growth of 7%.

Air revenue increased 43% in 2022 driven by an increase in air tickets sold of 8% and revenue per ticket of 32% due primarily to higher average ticket prices of 30% and an increased mix of international tickets.

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs 2021 | | | | | | 2021 vs 2020 | | |

| Total revenue | | | $ | 11,667 | | | | | $ | 8,598 | | | | | $ | 5,199 | | | | | 36 | | % | | | | 65 | | % |

Advertising, media and other increased 21% in 2022 compared to 2021 primarily due to an increase in advertising revenue.

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs 2021 | | | | | | 2021 vs 2020 | | |

Cost of revenue increased $135 million during 2022 compared to 2021, primarily due to higher merchant fees, cloud costs and customer service costs as a result of increased transaction volumes, which offset lower personnel costs related to the sale of Egencia in November 2021.

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs 2021 | | | | | | 2021 vs 2020 | | |

In addition, the decrease in indirect costs in

the current year was primarily driven by lower personnel costs related to the sale of Egencia in November 2021 as well as lower stock-based compensation.

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs 2021 | | | | | | 2021 vs 2020 | | |

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

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

This led to a moderation of the declines in travel bookings and in cancellation rates at certain points in 2021.

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

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

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

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.

COVID-19 has also had broader economic impacts, including an increase in unemployment levels and reduction in economic activity globally, which if COVID-19 starts to increase again, could lead to 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 2021 were significantly impacted due to the continued decrease in travel demand related to COVID-19.

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

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

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

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

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

Many other competitors, including vacation rental metasearch players, continue to emerge in this space, which is expected to continue to grow as a percentage of the global accommodation market.

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.

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

During 2020, we 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.

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

During 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.

After rolling out ETP globally over a period of several years, during which time we reduced negotiated economics in certain instances to compensate for hotel supply partners absorbing expenses such as credit card fees and customer service costs, our relationships and overall economics with hotel supply partners have been broadly stable in recent years.

Over the course of the last several years, occupancies and ADRs in the lodging industry generally increased on a currency-neutral basis in a gradually improving overall travel environment.

However, due to COVID-19, current occupancy rates for hotels in the United States are at reduced levels.

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

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

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

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

According to the Transportation Security Administration (“TSA”), air traveler 7-day average throughput declined 95% in April 2020 compared to prior year 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.

In addition, there is significant correlation between airline revenue and fuel prices, and fluctuations in fuel prices generally take time to be reflected in air revenue.

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

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, in 2020, trivago significantly reduced its marketing spend and took additional actions to lower operating expenses, which continued throughout 2021.

We expect trivago to continue to experience pressure on revenue and profit until online travel agencies and other hotel suppliers see consumer demand that warrants increasing in their advertising spend with trivago.

Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel.

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.

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

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

[removed: In September 2017, we issued] [added: -] $1 billion of [added: convertible] senior unsecured notes [added: due February 2026] with a fixed rate of [removed: 3.8%.][added: 0% (the “Convertible Notes”);]

[removed: In May 2020, we issued $2] [added: - $1.044] billion of senior unsecured notes due May 2025 that bear interest at [removed: 6.25%, of which $956 million in aggregate principal was subsequently repaid in 2021.][added: 6.25%;]

[removed: In July 2020, we issued $500 million of senior unsecured notes due December 2023 that bear interest at 3.6% and] [added: -] $750 million of senior unsecured notes due August 2027 that bear interest at [removed: 4.625%.][added: 4.625%;]

[removed: In March 2021, we issued $1 billion] [added: - $500 million] of senior unsecured notes due March 2031 that bear interest at 2.95%.

[removed: As a result, if] [added: The 6.25%, 5.0%, 4.625%, 3.8%, 3.25%, and 2.95% senior unsecured notes are collectively the “Senior Notes.” If] market interest rates decline, our required payments will exceed those based on market rates.

Additionally, the [added: 6.25%, 4.625% and 2.95%] senior unsecured notes [removed: issued in May and July 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 Senior Notes and Convertible Notes was approximately [removed: $9.2] [added: $5.8] billion and [removed: $9.1] [added: $9.2] billion as of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020.][added: 2021, respectively.]

A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our [removed: Notes] [added: debt] by approximately [removed: $200] [added: $115] million.

We maintain [added: a] revolving credit [removed: facilities] [added: facility] of [removed: $2] [added: $2.5] billion, which [removed: bear] [added: bears] interest based on market rates plus a spread determined by our credit ratings.

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

We had no revolving credit facilities borrowings outstanding as of [added: both] December 31, [removed: 2021] [added: 2022] and [removed: December 31, 2020.][added: 2021.]

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we had [removed: a] net forward [removed: asset of $3 million included in prepaid expenses and other current] assets [removed: and a net forward liability] of [removed: $14] [added: $15] million [added: and $3 million, respectively,] included in [removed: accrued] [added: prepaid] expenses and other current [removed: liabilities, respectively.][added: assets.]

As an example, if the foreign currencies in which we hold net asset balances were to all weaken 10% against the U.S. dollar and foreign currencies in which we hold net liability balances were to all strengthen 10% against the U.S. dollar, we would recognize foreign exchange losses of approximately [removed: $13] [added: $31] 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: 2021.][added: 2022.]

During [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] we recorded net foreign exchange rate losses of approximately [removed: $48] [added: $40] million ($37 million loss excluding the contracts economically hedging our forecasted merchant revenue), 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) and 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).

As of December 31, 2022 and 2021, the outstanding aggregate principal amount of our debt was $6.3 billion and $8.5 billion, respectively.

As of December 31, 2022, the aggregate principal of our debt included:

- $750 million of senior unsecured notes due February 2026 that bear interest at 5.0%;

- $1 billion of senior unsecured notes due February 2028 that bear interest at 3.8%;

- $1.25 billion of senior unsecured notes due February 2030 that bear interest at 3.25%; and

Because our interest rate is tied to a market rate, we will be susceptible to fluctuations in

In March 2022, we entered into two fixed-to-fixed cross-currency interest rate swaps (“the swaps”) with an aggregate notional amount of €300 million.

The swaps were designated as net investment hedges of Euro assets with the objective to protect the U.S. dollar value of our net investments in the Euro foreign operations due to movements in foreign currency.

During the term of each contract, we receive interest payments in U.S. dollars at a fixed rate of 5% and make interest payments in Euros at an average fixed rate of 3.38%.

The maturity date of both swaps is February 2026, whereby, we will receive U.S. dollars from and pay Euros to the contract counterparties.

The fair value of the cross-currency interest rate swaps was a $21 million asset as of December 31, 2022 recorded in long-term investments and other assets.

Equity Investment Risk

We are exposed to equity price risk as it relates to changes in fair values of our investments in equity securities of publicly-traded companies, investments in which we’ve elected the fair value option, and minority investments without readily determinable fair values.

We recorded net losses of $345 million, $29 million, and $142 million related to these investments for the years ended December 31, 2022, 2021, and 2020, respectively (See NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements for further information).

The fair values of our investments in equity securities of publicly-

traded companies (combined with our investments in which we’ve elected the fair value option) and minority investments without readily determinable fair values, were $564 million and $330 million, respectively, at December 31, 2022, and $909 million and $330 million, respectively, at December 31, 2021.

A hypothetical 10% decrease in the fair values at December 31, 2022 of our investments in equity securities of publicly-traded companies and minority investments without readily determinable fair values would have resulted in a loss, before tax, of approximately $89 million, being recognized within other, net in our consolidated statements of operations.

In August 2014, we issued $500 million senior unsecured notes with a fixed rate of 4.5%.

In June 2015, we issued Euro 650 million of senior unsecured notes with a fixed rate of 2.5%.

(See “Foreign Exchange Risk” below for further discussion or our 2.5% Notes.) In December 2015, we issued $750 million of senior unsecured notes with a fixed rate of 5.0%.

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

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”).

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

In June 2015, we issued Euro 650 million of registered senior unsecured notes that are due in June 2022 and bear interest at 2.5%.

The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries.

The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated other comprehensive income (loss).

The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated other comprehensive income (loss).

Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.

[removed: Management Overview][added: Overview]

[removed: COVID-19][added: COVID-19 Update]

The COVID-19 [removed: pandemic has severely restricted the level of economic activity around] [added: pandemic, and measures to contain] the [removed: world,] [added: virus, including government travel restrictions and quarantine orders,] had an unprecedented [removed: effect] [added: impact] on the global travel industry and materially and negatively impacted our business, financial results and financial condition.

[removed: Overall,] [added: Despite positive developments,] the full duration and total impact of COVID-19 remains [removed: uncertain] [added: uncertain,] and [added: therefore] it is difficult to predict [removed: how the recovery will unfold for] [added: any future impact on] the travel industry and, in particular, our [removed: business, going forward.][added: business.]

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

[removed: While this avoided potential disruptions from integrating the acquired brands,] [added: However,] it also created certain complexities and inefficiencies over time.

[removed: As a result,] [added: To reduce complexity and improve operations,] in 2020, we shifted to a platform operating model, which enabled us to deliver more scalable services and operate [added: much] more efficiently.

For example, we now manage our marketing investments holistically across the [added: entire] brand portfolio, allowing us to optimize [removed: results better, while running] [added: our spend to achieve better returns, and run] on a unified marketing technology [removed: platform has improved] [added: platform, improving] our performance [added: by scaling our] marketing capabilities.

[removed: More recently, we] [added: We also] shifted to a [removed: more] unified brand strategy within our Retail business where we have a combined team making decisions across all our brands.

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

Moreover, to [removed: help] streamline activities and [added: enhance] focus on our core businesses, we [removed: have closed,] shut down or sold a number of businesses since the beginning of 2020, [removed: the largest of which was Egencia.][added: including Egencia, a travel management company focused on corporate travel.]

[removed: As we endeavor to power global travel for everyone, everywhere our] [added: Our] focus is to: leverage our [removed: brand] [added: brand, supply,] and [removed: supply] [added: platform technology] strength, [removed: and our platform,] to provide greater services and value to our travelers, suppliers and business partners, and [removed: generate sustained, profitable growth.][added: build longer-lasting direct relationships with our customers.]

Leverage Brand and Supply Strength to Power the Travel Ecosystem. We believe the strength of our [added: core] brand portfolio and consistent enhancements to product and service offerings, combined with our global scale and 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, we are also able to provide value to supply partners [removed: wanting] [added: seeking] to grow their business through [added: sophisticated technology,] a better understanding of travel retailing and [removed: consumer demand in addition to] reaching consumers in markets beyond their reach.

[removed: For example, in] [added: In] 2021, we announced plans to unify and expand our existing loyalty programs into one global rewards platform [added: called “One Key”] spanning all [removed: products and global brands.][added: our main brands, which we expect to launch in 2023.]

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

[removed: *Retail.*] Our Retail segment provides a full range of travel and advertising services to our worldwide customers through 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 [removed: with localized websites] in a wide range of countries around the world offering a wide selection of travel products and services.

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

- [removed: Our] [added: We have multiple] other brands [removed: include] [added: including, but not limited to,] Orbitz, Travelocity, ebookers and Wotif Group.

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

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

Expedia Partner Solutions' partners can benefit from [removed: Expedia Group] [added: our] technology and supply in the way that best suits their business.

This includes connecting to Expedia Group's travel content through Expedia Partner Solutions’ API, Rapid; adopting one of Expedia Partner Solutions’ customized white label or co-branded ecommerce template [removed: solutions Hotels.com for partners; or Expedia.com for partners;] [added: solutions;] or a powerful agent booking tool, Expedia [removed: TAAP.][added: Travel Affiliate Agent Program (TAAP).]

[removed: Subsequent to its initial public offering ("IPO") in December 2016, the] [added: The] company is listed on the Nasdaq Global Select Market and trades under the symbol "TRVG."

Leverage Our Platform to Deliver More Rapid Product Innovation Resulting in Better Traveler Experiences. During 2020, Expedia Group [removed: shifted to a platform operating model with more] unified [added: its] technology, product, data [removed: engineering] [added: engineering,] and data science teams [removed: building] [added: to build] services and capabilities that [removed: are] [added: can be] leveraged across our business units to [removed: serve our end customers and] provide value-add services to our travel [removed: suppliers.][added: suppliers and serve our end customers.]

[removed: This model] [added: The unified team structure] enables us to deliver more scalable services and operate more efficiently.

All of our transaction-based businesses [removed: share and] [added: also now] benefit from our [added: shared] platform infrastructure, including customer servicing and support, data centers, search [removed: capabilities and transaction processing functions, including] [added: capabilities,] payment [removed: processing] [added: processing,] and fraud operations.

As we continue to evolve our [added: shared] platform infrastructure, our focus is on developing technical capabilities that support various travel products while using [added: simpler, standard architecture and] common applications and frameworks.

We believe this strategy will enable us to: [added: simultaneously] build [removed: in parallel because] [added: pieces] of [removed: simpler, standard architecture;] [added: technology that work in tandem;] ship products faster; create more innovative solutions; and achieve greater scale.

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

In addition, over time, as we [removed: enable domains around] [added: execute on our streamlined] application development [removed: frameworks,] [added: framework,] we believe we can unlock additional platform service opportunities beyond [added: the scope of] our internal brands and [removed: other] business travel partners.

We provide 24-hour-a-day, seven-day-a-week traveler sales and support by our virtual agent platform, [removed: telephone] [added: telephone, chat,] or e-mail.

We invested significantly in our contact center technologies, with the goal of improving customer experience and increasing the efficiency of our contact center [removed: agents,] [added: agents] and [removed: have plans] [added: we expect] to continue reaping the benefits of these investments going forward.

In addition, we have continued to invest in our [removed: conversation platform,] [added: customer service platform technology,] which leverages technology and artificial intelligence to provide [added: our customers with] online customer service options and self-service [removed: capabilities to our customers through our websites and apps.][added: capabilities.]

[removed: Our systems infrastructure and web and database] servers are housed in various locations, mainly in the United States, which have 24-hour monitoring and engineering support.

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

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

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 [removed: satisfied; and][added: satisfied.]

For the year ended December 31, [removed: 2021,] [added: 2022,] we had total revenue of [removed: $8.6] [added: $11.7] billion, with merchant, agency and advertising, media and other accounting for [removed: 64%, 27%,] [added: 66%, 26%,] and [removed: 9%] [added: 8%] of total revenue, respectively.

With the evolution of milder COVID-19 variants, availability of multiple vaccine booster doses and increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted, and countries around the world reopened their borders for foreign travel.

In 2022, we experienced a strong recovery in travel demand.

However, we note that the recovery has been uneven with different regions experiencing different rates of recovery.

At the end of 2022, we had approximately 3 million lodging properties available, including over 2 million online bookable alternative accommodations listings through Vrbo, approximately 900,000 hotels and alternative accommodations through our other brands, over 500 airlines, packages, rental cars, cruises, insurance, as well as activities and experiences.

Historical Development

Both Egencia pre-closing and the GBT lodging supply agreement impact our B2B segment financials.

The result of these cumulative actions enable more focus on improving the overall experience for our travelers.

In 2021, we began evolving our consumer retail strategy from being largely transactionally focused, where we were primarily focused on acquiring customers through performance marketing channels to building direct, longer-lasting relationships with our customers.

With that goal in mind, we focused towards increasing customer loyalty and app adoption as loyalty members and app users typically experience higher repeat rates, gross profits and bookings relative to non-loyalty members and non-app users.

Further, we aim to provide our customers with a high-quality product experience, strong membership benefits and broad multi-product supply offering, all of which encourages higher conversion, repeat rates and engagement.

Phocuswright estimates global travel spending, inclusive of alternative accommodations and tours and activities, at approximately $1.6 trillion in 2023.

*Retail*.

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

While we maintain a large portfolio of consumer brands, we put the majority of our marketing efforts towards our three core consumer brands: Expedia, Hotels.com, and Vrbo.

We also market to consumers through a variety of channels, including internet search, metasearch and social and digital media.

We also offer an “optimized distribution” product to help hotel suppliers distribute wholesale rates through authorized channels.

Our B2B segment also includes room nights, gross bookings, and associated economics from our lodging supply agreement we entered into with GBT in conjunction with the sale of Egencia.

In 2021, we began migrating our core Retail brands (Brand Expedia, Hotels.com and Vrbo) onto one unified technology front-end infrastructure, to increase operating efficiencies.

In 2022, we completed the migration of the Hotels.com front-end technology stack on to the Brand Expedia platform, which allowed us to apply our learnings from testing and optimization across our traditional lodging portfolio at much greater scale.

In late 2022, we began the technology migration of our Vrbo business onto the Brand Expedia front-end and expect that work to be largely complete in 2023.

Today our websites and apps are powered through a combination of legacy company-owned data centers and increasingly via cloud platforms.

For our legacy company-owned data centers, our systems infrastructure and web and database

The majority of our agency gross bookings relate to air bookings.

suppliers based on our supplier relationships.

In exchange for this traffic, we pay the affiliate partner a commission.

We developed proprietary technology to assist both hotel and alternative accommodation suppliers in managing, and marketing their supply, whether this is direct through our proprietary central reservation tools or through third-party channel managers.

We also offer an “Optimized Distribution” product to help hotel suppliers distribute wholesale rates through authorized channels.

We face

*B2B.* We are one of the leading players in the global B2B travel space today servicing a wide range of customers across both travel and non-travel verticals including corporate travel management, airlines, offline travel agents, online retailers and financial institutions.

We face competition from travel consolidators and wholesalers of travel products, other OTAs with B2B offerings, and other technology and content providers.

We differentiate ourselves from our B2B competitors primarily with our breadth and depth of global supply, dedicated partner and traveler support, and market leading travel technology through our Rapid API, white label or co-branded template offerings, and Expedia Travel Affiliate Agent Program (TAAP), a powerful agent booking tool.

We also offer an “optimized distribution” product to help hotel suppliers distribute wholesale rates through authorized channels.

Our extensive work building out our global supply has allowed us to negotiate competitive pricing with suppliers and provide added value to travelers.

We intend to continue to grow the business via a combination of increasing our wallet share with existing customers, winning contracts with new customers, as well as the introduction of additional products and services.

We have established a formal patent program with a newly-formed Patent Review Committee for evaluating our innovations and determining the appropriateness of filing for patents to protect inventions and obtaining licenses in patents as circumstances may warrant, and we anticipate continuing to devote greater resources to seeking patent protection for Expedia Group’s innovations.

We are also increasingly subject to new and evolving short-term rental laws and regulations that impose additional property registration, disclosure and data provision requirements.

Additionally, we must comply with an expanding array of international laws and regulations aimed at online businesses, including the European Union’s Digital Services Act and DAC7, which impose new information gathering and reporting requirements as well as obligations to respond to inquiries about website content.

Five other U.S. states have passed similar laws, and data protection laws have been passed or are being discussed in a number of other jurisdictions.

These data protection/privacy laws add compliance complexity, risks, and costs.

- Recruiting and assessment processes based on skills and designed to limit the impact of unconscious bias;

We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in this Annual Report on Form 10-K.

Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information.

Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in the section entitled “Risk Factors” as well as those discussed elsewhere in this report.

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

Further, COVID-19 may also 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.

Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations.

Accordingly, readers should not place undue reliance on these forward-looking statements.

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

In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

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

Please carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission ("SEC") that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

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.

While the process of vaccinating their residents against COVID-19 is underway in many countries, with various levels of success, the large scale and challenging logistics of distributing the vaccines, 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 virus, may all contribute to delays in economic recovery, particularly for the travel industry.

General Description of Our Business

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 approximately 3 million lodging properties available, including over 2 million online bookable alternative accommodations listings and approximately 875,000 hotels, over 500

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

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

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.

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

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.

Across the more than 25 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.

- *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.

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

Significant amounts of our owned computer hardware for operating the websites are located at these facilities.

For some critical systems,

one global rewards platform spanning all products and global brands.

The cost of our loyalty programs is recorded as a reduction of revenue in our consolidated financial statements.

Affiliate partners can also make travel products and services available on their own websites through a Brand Expedia, Hotels.com or Vrbo co-branded offering or a private label website.

Our Expedia Partner Solutions business provides our affiliates with technology and access to a wide range of products and services.

We manage agreements with thousands of third-party affiliate partners pursuant to which we pay a commission for bookings originated from their websites.

We developed proprietary technology to assist hotel suppliers in managing, pricing and marketing their supply.

We believe that maintaining and enhancing our brands is a critical component of our effort to compete.

In

We have considered, and will continue to consider, the appropriateness of filing for patents to protect inventions and obtaining licenses in patents as circumstances may warrant.

However, patents protect only specific inventions and there can be no assurance that others may not create new products or methods that achieve similar results without infringing upon patents owned by us.

[removed: In addition, we may file complaints] contesting tax assessments made by states, counties and municipalities seeking to obligate online travel companies, including certain Expedia Group companies, to collect and remit certain taxes, either retroactively or prospectively, or both.

[added: On December 17,] 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 [removed: ruling; that motion remains pending.][added: ruling, which the Tax Court granted on March 1, 2022.]

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

Trial in the case [removed: is scheduled to begin] [added: began on] April [removed: 4,] [added: 5 and concluded on April 13,] 2022.

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

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

[removed: Other] [added: Currently, five] cases [removed: remain] [added: are] pending in the U.S. District Court for the Southern District of [removed: Florida.][added: Florida and two cases are pending in the District of Delaware.]

Expedia Group companies are or have been involved in a number of investigations by [removed: European] NCAs predominately related to whether certain parity clauses in contracts between Expedia Group entities and accommodation providers (sometimes also referred to as “most favored nation” or “MFN” provisions) are anti-competitive.

[removed: With effect from August 1,] [added: In] 2015, Expedia Group companies [added: voluntarily] waived certain rate, conditions and availability parity clauses in agreements with European hotel [removed: partners.][added: partners, resulting in most NCAs in Europe closing their investigations.]

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

Legislative bodies in France, Austria, Italy, [removed: and] Belgium [added: and Portugal] have also adopted domestic anti-parity clause legislation, which we believe in each case violates both EU and national legal principles.

In certain of these jurisdictions, including Australia, Brazil, Hong Kong, South [removed: Korea] [added: Korea, Japan] 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.

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

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

In addition, we may file complaints

The parties reached a settlement of all claims with the exception of those brought by the city of Tucson and, on July 25, 2022, the court dismissed those claims, thereby ending the matter as to those claims.

The parties filed cross motions for summary judgment on the city of Tucson’s claims and, on November 16, 2022, the Tax Court found in favor of the city of Tucson.

The Tax Court issued a final judgment on January 18, 2023, and the Expedia Defendants filed a notice of appeal from that judgment on January 30, 2023.

That appeal is pending.

The court granted that motion in part, and denied it in part, on March 3, 2022.

On May 19, 2022, the trial court announced its decision in favor of the Expedia defendants, holding that they had no tax liability to the plaintiffs.

The plaintiffs have filed notices of appeal and their appeal remains pending.

On August 12, 2022, the district court dismissed the Nevada Deceptive Trade Practice Claim but denied the motion to dismiss the common law claims.

On May 16, 2022, defendants filed a motion for summary judgment as to all claims, which remains pending.

The court granted that motion on March 25, 2022.

On August 15, 2022, HomeAway.com, Inc. filed a motion to dismiss the South Carolina Unfair Trade Practices Act, contractual undertaking, declaratory relief and injunctive relief causes of action and answered the remaining causes of action.

The court has scheduled argument on HomeAway.com, Inc.'s and other defendants' motions to dismiss for February 14, 2023.

In January 2023, the parties agreed to a settlement in principle.

On August 18, 2022, the Third Circuit affirmed the dismissal of plaintiff’s claim in the *Glen* action, thereby ending that matter.

On November 11, 2022, the Eleventh Circuit reversed the dismissal of the plaintiff’s claim in the *Del Valle* matter.

*Paris City Hall Litigation.* On January 28, 2021, Paris City Hall filed an action against HomeAway UK Ltd. (“HomeAway UK”) alleging that HomeAway UK had failed to comply with regulations relating to the sharing of supplier booking data in 2019 and 2020.

A hearing on the matter was held on March 30, 2022.

On November 30, 2022, the court ruled in Homeaway UK’s favor dismissing all claims.

On January 12, 2023, Paris City Hall appealed the decision.

In December 2022, Switzerland also passed legislation taking action on price parity in Switzerland.

On December 17,

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

*Jefferson Parish, Louisiana Litigation.* In January 2019, Jefferson Parish, Louisiana filed a lawsuit in Louisiana state court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia.

The complaint alleges claims for declaratory judgment, violation of state and local tax laws, unfair trade practices, breach of fiduciary duty, and imposition of a constructive trust.

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

Plaintiff appealed the court’s decision.

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

*Broward County, Florida Litigation.* In January 2019, Broward County, Florida filed a lawsuit in Florida state court against HomeAway seeking a declaration that HomeAway is obligated to collect and remit tourist development taxes imposed by Broward County and enforcement of a subpoena.

The parties reached a settlement agreement and the case was dismissed on November 15, 2021, thereby ending the matter.

The plaintiff

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

Stockholder Litigation

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

Barry Diller, et.

al.; (2) Plaut v.

Diller, et al.; and (3) Steamfitters local 449 Pension Plan v.

Diller et al.

These actions purported to assert, among other things, direct and derivative claims against current and former members of the Company’s board of directors, the Diller-von Furstenberg Family Foundation, and against the Company as a nominal defendant.

Plaintiffs allege that the individual defendants violated their fiduciary duties by, among other things, wrongfully causing the Company to enter into certain agreements with the Company’s Executive Chairman, in connection with the Company’s acquisition of LEXE on July 26, 2019.

On September 20, 2019, the court appointed a lead plaintiff and its counsel, and ordered the filing of a consolidated amended complaint.

On December 11, 2019, a Special Litigation Committee of the Board of Directors of Expedia Group, Inc. (“SLC”) filed a motion to stay the litigation pending completion of the SLC’s investigation into the allegations in the consolidated amended complaint.

Plaintiffs opposed the motion to stay and filed a motion for leave to file an amended consolidated complaint.

On January 9, 2020, the court granted the SLC’s motion for a stay, ordered the action stayed for six months from the filing date of the motion, and granted Plaintiffs’ motion for leave to file an amended consolidated complaint.

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

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

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

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

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

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

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

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

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.

While the Expedia Group companies maintain that their parity clauses have always been lawful and in compliance with competition law, these waivers were nevertheless implemented as a positive step towards facilitating the closure of the open investigations into such clauses on a harmonized pan-European basis.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

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

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s common equity held by non-affiliates was approximately [removed: $23,665,358,000.][added: $14,349,625,000.]

| Class | | | | | | Outstanding Shares at January [removed: 28, 2022] [added: 27, 2023] were approximately, | | | | | |

| Common stock, $0.0001 par value per share | | | | | | [removed: 150,230,905] [added: 147,824,882] | | | shares | | |

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

| Portions of the [added: registrant's] definitive Proxy Statement [removed: for the 2022] [added: relating to its 2023] Annual Meeting of Stockholders [removed: (Proxy Statement)] [added: are incorporated by reference into Part III of this Annual report on Form 10-K where indicated.] | | | | | | Part III | | |

For the Year Ended December 31, [removed: 2021][added: 2022]

| Item 1 | | | [removed: [Business](#i433d81903e814837b268e57261b357cb_13)] [added: [Business](#i5e7b41eca611491d95629ef06db42e39_13)] | | | [removed: [1](#i433d81903e814837b268e57261b357cb_13)] [added: [1](#i5e7b41eca611491d95629ef06db42e39_13)] | | |

| Item 1A | | | [Risk [removed: Factors](#i433d81903e814837b268e57261b357cb_19)] [added: Factors](#i5e7b41eca611491d95629ef06db42e39_19)] | | | [removed: [9](#i433d81903e814837b268e57261b357cb_19)] [added: [9](#i5e7b41eca611491d95629ef06db42e39_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i433d81903e814837b268e57261b357cb_22)] [added: Comments](#i5e7b41eca611491d95629ef06db42e39_22)] | | | [removed: [24](#i433d81903e814837b268e57261b357cb_22)] [added: [24](#i5e7b41eca611491d95629ef06db42e39_22)] | | |

| Item 2 | | | [removed: [Properties](#i433d81903e814837b268e57261b357cb_25)] [added: [Properties](#i5e7b41eca611491d95629ef06db42e39_25)] | | | [removed: [24](#i433d81903e814837b268e57261b357cb_25)] [added: [24](#i5e7b41eca611491d95629ef06db42e39_25)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i433d81903e814837b268e57261b357cb_28)] [added: Proceedings](#i5e7b41eca611491d95629ef06db42e39_28)] | | | [removed: [24](#i433d81903e814837b268e57261b357cb_28)] [added: [24](#i5e7b41eca611491d95629ef06db42e39_28)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i433d81903e814837b268e57261b357cb_31)] [added: Disclosures](#i5e7b41eca611491d95629ef06db42e39_31)] | | | [removed: [27](#i433d81903e814837b268e57261b357cb_31)] [added: [27](#i5e7b41eca611491d95629ef06db42e39_31)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i433d81903e814837b268e57261b357cb_37)] [added: Securities](#i5e7b41eca611491d95629ef06db42e39_37)] | | | [removed: [28](#i433d81903e814837b268e57261b357cb_37)] [added: [27](#i5e7b41eca611491d95629ef06db42e39_37)] | | |

| Item 6 | | | [removed: [Reserved](#i433d81903e814837b268e57261b357cb_40)] [added: [Reserved](#i5e7b41eca611491d95629ef06db42e39_40)] | | | [removed: [29](#i433d81903e814837b268e57261b357cb_40)] [added: [28](#i5e7b41eca611491d95629ef06db42e39_40)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i433d81903e814837b268e57261b357cb_43)] [added: Operations](#i5e7b41eca611491d95629ef06db42e39_43)] | | | [removed: [29](#i433d81903e814837b268e57261b357cb_43)] [added: [28](#i5e7b41eca611491d95629ef06db42e39_43)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i433d81903e814837b268e57261b357cb_67)] [added: Risk](#i5e7b41eca611491d95629ef06db42e39_64)] | | | [removed: [47](#i433d81903e814837b268e57261b357cb_67)] [added: [45](#i5e7b41eca611491d95629ef06db42e39_64)] | | |

| Item 8 | | | [Consolidated Financial Statements and Supplementary [removed: Data](#i433d81903e814837b268e57261b357cb_70)] [added: Data](#i5e7b41eca611491d95629ef06db42e39_67)] | | | [removed: [48](#i433d81903e814837b268e57261b357cb_70)] [added: [47](#i5e7b41eca611491d95629ef06db42e39_67)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i433d81903e814837b268e57261b357cb_73)] [added: Disclosure](#i5e7b41eca611491d95629ef06db42e39_70)] | | | [removed: [48](#i433d81903e814837b268e57261b357cb_73)] [added: [47](#i5e7b41eca611491d95629ef06db42e39_70)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i433d81903e814837b268e57261b357cb_76)] [added: Procedures](#i5e7b41eca611491d95629ef06db42e39_73)] | | | [removed: [49](#i433d81903e814837b268e57261b357cb_76)] [added: [47](#i5e7b41eca611491d95629ef06db42e39_73)] | | |

| Item 9B | | | [Other [removed: Information](#i433d81903e814837b268e57261b357cb_79)] [added: Information](#i5e7b41eca611491d95629ef06db42e39_76)] | | | [removed: [51](#i433d81903e814837b268e57261b357cb_79)] [added: [49](#i5e7b41eca611491d95629ef06db42e39_76)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i433d81903e814837b268e57261b357cb_85)] [added: Governance](#i5e7b41eca611491d95629ef06db42e39_82)] | | | [removed: [51](#i433d81903e814837b268e57261b357cb_85)] [added: [49](#i5e7b41eca611491d95629ef06db42e39_82)] | | |

| Item 11 | | | [Executive [removed: Compensation](#i433d81903e814837b268e57261b357cb_88)] [added: Compensation](#i5e7b41eca611491d95629ef06db42e39_85)] | | | [removed: [51](#i433d81903e814837b268e57261b357cb_88)] [added: [49](#i5e7b41eca611491d95629ef06db42e39_85)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i433d81903e814837b268e57261b357cb_91)] [added: Matters](#i5e7b41eca611491d95629ef06db42e39_88)] | | | [removed: [51](#i433d81903e814837b268e57261b357cb_91)] [added: [49](#i5e7b41eca611491d95629ef06db42e39_88)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i433d81903e814837b268e57261b357cb_94)] [added: Independence](#i5e7b41eca611491d95629ef06db42e39_91)] | | | [removed: [51](#i433d81903e814837b268e57261b357cb_94)] [added: [49](#i5e7b41eca611491d95629ef06db42e39_91)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i433d81903e814837b268e57261b357cb_97)] [added: Services](#i5e7b41eca611491d95629ef06db42e39_94)] | | | [removed: [51](#i433d81903e814837b268e57261b357cb_97)] [added: [49](#i5e7b41eca611491d95629ef06db42e39_94)] | | |

| Item 15 | | | [Exhibits, Consolidated Financial Statements and Financial Statement [removed: Schedules](#i433d81903e814837b268e57261b357cb_100)] [added: Schedules](#i5e7b41eca611491d95629ef06db42e39_97)] | | | [removed: [51](#i433d81903e814837b268e57261b357cb_100)] [added: [49](#i5e7b41eca611491d95629ef06db42e39_97)] | | |

| Item 16 | | | [Form 10-K [removed: Summary](#i433d81903e814837b268e57261b357cb_103)] [added: Summary](#i5e7b41eca611491d95629ef06db42e39_100)] | | | [removed: [56](#i433d81903e814837b268e57261b357cb_103)] [added: [53](#i5e7b41eca611491d95629ef06db42e39_100)] | | |

| | | | | | | (Nasdaq Global Select Market) | | | | | | | | |

Securities registered pursuant to Section 12(g) of the Act: None

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i5e7b41eca611491d95629ef06db42e39_1894) | | | [49](#i5e7b41eca611491d95629ef06db42e39_1894) | | |

| [Signatures](#i5e7b41eca611491d95629ef06db42e39_103) | | | | | | [54](#i5e7b41eca611491d95629ef06db42e39_103) | | |

For the Year Ended December 31, 2022

Note About Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information.

Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in the section entitled “Risk Factors” as well as those discussed elsewhere in this report.

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

Further, COVID-19 may also 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.

Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations.

Accordingly, readers should not place undue reliance on these forward-looking statements.

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

In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

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

Please carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission ("SEC") that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in this Annual Report on Form 10-K.

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

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

| [Signatures](#i433d81903e814837b268e57261b357cb_106) | | | | | | [57](#i433d81903e814837b268e57261b357cb_106) | | |

In addition, we lease approximately [removed: 2.7] [added: 2.3] million square feet of office space worldwide in various cities and locations, pursuant to leases with expiration dates through May 2038, of which [removed: 1.1 million] [added: approximately 865,000] square feet is leased for domestic operations and [removed: 1.6] [added: 1.4] million for international operations.

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

As of January [removed: 28, 2022,] [added: 27, 2023,] there were approximately [removed: 2,525] [added: 2,444] holders of record of our common stock and the closing price of our common stock was [removed: $174.36] [added: $116.18] on Nasdaq.

As of January [removed: 28, 2022,] [added: 27, 2023,] all of our Class B common stock was held by Mr. Diller, Chairman and Senior Executive of Expedia Group and the Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation.

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

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

During the quarter ended December 31, [removed: 2021,] [added: 2022,] we did not issue or sell any shares of our common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended.

[removed: During 2019, our] [added: In April 2018, the] Board of [removed: Directors, or] [added: Directors and] the Executive Committee, [removed: acting on behalf] [added: pursuant to a delegation] of [added: authority from] the [removed: Board of Directors,] [added: Board,] authorized a repurchase of up to [removed: 20] [added: 15] million outstanding shares of our common [removed: stock and, during 2018,] [added: stock, and in December 2019,] authorized a repurchase of up to [removed: 15] [added: 20] million shares of our common stock.

The graph assumes an investment of $100 in each of the above on December 31, [removed: 2016.][added: 2017.]

[removed: ][added: ]

During 2022 and 2021, we continued the suspension of our quarterly common stock dividends.

A summary of the repurchase activity for the fourth quarter of 2022 is as follows:

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

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

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

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

| October 1-31, 2022 | | | | | | 495 | | | | | | | | | $ | 95.65 | | | | | | | | | | | 495 | | | | | | | | | 21,276 | | |

| November 1-30, 2022 | | | | | | 1,223 | | | | | | | | | 97.54 | | | | | | | | | | | | 1,223 | | | | | | | | | 20,053 | | |

| December 1-31, 2022 | | | | | | 1,959 | | | | | | | | | 92.20 | | | | | | | | | | | | 1,959 | | | | | | | | | 18,094 | | |

| Total | | | | | | 3,677 | | | | | | | | | | | | | | | | | | 3,677 | | | | | | | | | | | | | | |

In 2020, the Executive Committee, acting on behalf of the Board of Directors, declared the following common stock dividends:

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

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

| | | | Declaration Date | | | | | | Dividend Per Share | | | | | | Record Date | | | | | | Total Amount (in millions) | | | | | | Payment Date | | |

| Year ended December 31, 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

We did not make any purchases of our outstanding common stock during the quarter ended December 31, 2021.

As of December 31, 2021, there were approximately 23.3 million shares remaining under the 2018 and 2019 repurchase authorizations.

There is no fixed termination date for the repurchases.

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

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

[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: 2021] [added: 2022] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Expedia Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 10, 2022] [added: 9, 2023] expressed an unqualified opinion thereon.

February 9, 2023

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

February 10, 2022

Part III.

We are incorporating by reference the information required by Part III of this report on Form 10-K from our proxy statement relating to our 2022 annual meeting of stockholders (the “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, 2021.

Not Applicable.

Part III.

We are incorporating by reference the information required by Part III of this report on Form 10-K from our proxy statement relating to our 2023 annual meeting of stockholders (the “2023 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, 2022.

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 [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance”] [added: Reports”] in the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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 [removed: “Election] [added: “Board] of Directors — [removed: Board Meetings and Committees”] [added: Director Independence”] in the [removed: 2022] [added: 2023] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the caption [added: "Fees Paid to Our Independent Registered Public Accounting Firm" and] “Audit Committee [removed: Report”] [added: Review and Pre-Approval of Independent Registered Public Accounting Firm Fees”] in the [removed: 2022] [added: 2023] Proxy Statement and incorporated herein by reference.

| [removed: 2.3] [added: 10.6] | | | | | | [removed: [Agreement] [added: [Assumption] and [removed: Plan of Merger] [added: Joinder Agreement to Reorganization Agreement] by and among Expedia Group, Inc., [removed: LEMS II Inc., LEMS I LLC and] Liberty [added: Expedia] Holdings, [added: Inc. and Qurate Retail,] Inc., dated as of April 15, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex2-1.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-10.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | [removed: 2.1] [added: 10.10] | | | | | | 4/16/2019 | | |

| [removed: 2.4] [added: 10.4] | | | | | | [removed: [Amendment No. 1] [added: [Assumption and Joinder Agreement] to [added: Tax Sharing] Agreement [removed: and Plan of Merger,] by and among Expedia Group, Inc., [removed: LEMS I LLC, LEMS II Inc. and] Liberty [added: Expedia] Holdings, [added: Inc. and Qurate Retail,] Inc., dated as of [removed: June 5, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119010455/nc10002414x1_ex2-1.htm)] [added: April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-7.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | [removed: 2.1] [added: 10.7] | | | | | | [removed: 6/5/2019] [added: 4/16/2019] | | |

| 4.1 | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-41.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-41.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.2 | | | | | | [Indenture, dated as of [removed: August 18, 2014,] [added: December 8, 2015,] among Expedia, Inc., [added: as Issuer,] the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex41.htm)] [added: Trustee, governing the 5.000% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1324424/000119312515397400/d103545dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 000-51447] [added: 001-37429] | | | | | | 4.1 | | | | | | [removed: 8/18/2014] [added: 12/8/2015] | | |

| 4.3 | | | | | | [removed: [First Supplemental Indenture,] [added: [Indenture,] dated as of [removed: August 18, 2014,] [added: September 21, 2017,] among Expedia, Inc., the Subsidiary Guarantors [removed: party] [added: from time to time parties] thereto and [removed: The] [added: U.S.] Bank [removed: of New York Trust Company, N.A.,] [added: National Association,] as Trustee, governing the [removed: 4.500%] [added: 3.800%] Senior Notes due [removed: 2024](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex42.htm)] [added: 2028](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm)] | | | | | | | | | | | | 8-K | | | | | | [removed: 000-51447] [added: 001-37429] | | | | | | [removed: 4.2] [added: 4.1] | | | | | | [removed: 8/18/2014] [added: 9/21/2017] | | |

| [removed: 4.5] [added: 4.4] | | | | | | [Indenture, dated as of [removed: December 8, 2015,] [added: September 19, 2019,] among [removed: Expedia,] [added: Expedia Group,] Inc., [removed: as Issuer,] the Subsidiary Guarantors from time to time parties thereto and [removed: The] [added: U.S.] Bank [removed: of New York Mellon Trust Company, N.A.,] [added: National Association,] as Trustee, governing the [removed: 5.000%] [added: 3.25%] Senior Notes due [removed: 2026](http://www.sec.gov/Archives/edgar/data/1324424/000119312515397400/d103545dex41.htm)] [added: 2030.](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | [removed: 12/8/2015] [added: 9/20/2019] | | |

| [removed: 4.6] [added: 4.5] | | | | | | [Indenture, dated as of [removed: September 21, 2017,] [added: May 5, 2020,] among [removed: Expedia,] [added: Expedia Group,] Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National [removed: Association, as Trustee,] [added: Association] governing the [removed: 3.800% Senior] [added: 6.250%] Notes due [removed: 2028](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | [removed: 9/21/2017] [added: 5/5/2020] | | |

| 4.7 | | | | | | [Indenture, dated as of [removed: September] [added: February] 19, [removed: 2019,] [added: 2021] among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National [removed: Association, as Trustee,] [added: Association] governing the [removed: 3.25% Senior] [added: 0% Convertible] Notes due [removed: 2030.](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/1324424/000110465921025826/tm217257d1_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | [removed: 9/20/2019] [added: 2/19/2021] | | |

| 4.8 | | | | | | [Indenture, dated as of [removed: May 5, 2020,] [added: March 3, 2021,] among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the [removed: 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)] [added: 2.95% Senior Notes due 2031](https://www.sec.gov/Archives/edgar/data/1324424/000110465921031563/tm218532d1_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | [removed: 5/5/2020] [added: 3/3/2021] | | |

| [removed: 4.9] [added: 4.6] | | | | | | [Indenture, dated as of July 14, 2020, among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the [removed: 3.600%] [added: 4.625%] Senior Notes due [removed: 2023](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-1.htm)] [added: 2027](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | 7/15/2020 | | |

| [removed: 10.2] [added: 10.1] | | | | | | [Tax Sharing Agreement by and between Expedia, Inc. and TripAdvisor, Inc., dated as of December 20, 2011](http://www.sec.gov/Archives/edgar/data/1324424/000119312511352242/d270711dex102.htm) | | | | | | | | | | | | 8-K | | | | | | 000-51447 | | | | | | 10.2 | | | | | | 12/27/2011 | | |

| [removed: 10.3] [added: 10.2] | | | | | | [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: 10.4] [added: 10.3] | | | | | | [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: 10.7] [added: 10.5] | | | | | | [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: 10.10] [added: 10.7] | | | | | | [Reorganization Agreement by and between Liberty Interactive Corporation and [removed: the Registrant,] [added: Liberty Expedia Holdings, Inc.,] dated as of October 26, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1669600/000110465916154886/a16-21047_1ex2d1.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/1669600/000110465916154886/a16-21047_1ex2d1.htm)] | | | | | | | | | | | | POS- AM*† | | | | | | 333-210377 | | | | | | 2.1 | | | | | | 11/4/2016 | | |

| [removed: 10.11] [added: 10.8] | | | | | | [removed: [Restatement] [added: [Credit] Agreement, dated as of [removed: May 4, 2020,] [added: April 14, 2022, by and] among Expedia Group, [removed: Inc.,] [added: Inc. and certain of its Subsidiaries, as Borrowers,] the [removed: borrowing subsidiaries party] [added: Lenders] thereto, [removed: the lender party thereto] and JPMorgan Chase Bank, N.A., as [removed: administrative agent and London agent](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex101.htm) (the “Amended and Restated Credit Agreement”)] [added: Administrative Agent](https://www.sec.gov/Archives/edgar/data/1324424/000110465922046661/tm2212853d1_ex10-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | [removed: 5/5/2020] [added: 4/18/2022] | | |

| [removed: 10.14] [added: 10.14*] | | | | | | [removed: [Third Amendment, dated as] [added: [Form] of [removed: October 1, 2020, to the Amended and Restated Credit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1022.htm)] [added: Expedia Group, Inc. 2020 Restricted Stock Unit Agreement (Directors)](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1034.htm)] | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | [removed: 10.22] [added: 10.34] | | | | | | 2/12/2021 | | |

| [removed: 10.23*] [added: 10.9*] | | | | | | [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: 10.24*] [added: 10.10*] | | | | | | [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 | | |

| [removed: 10.25*] [added: 10.11*] | | | | | | [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: 10.26*] [added: 10.12*] | | | | | | [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: 10.27*] [added: 10.13*] | | | | | | [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: 10.28*] [added: 10.23*] | | | | | | [Form of Expedia Group, Inc. 2020 Restricted Stock Unit [removed: Agreement (Directors)](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1034.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1064rsuagreeme.htm)] | | | | | | | | | | | | [removed: 10-K] [added: 10-K/A] | | | | | | 001-37429 | | | | | | [removed: 10.34] [added: 10.64] | | | | | | [removed: 2/12/2021] [added: 4/29/2020] | | |

| [removed: 10.29*] [added: 10.15*] | | | | | | [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: 10.30*] [added: 10.16*] | | | | | | [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: 10.31*] [added: 10.17*] | | | | | | [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: 10.32*] [added: 10.18*] | | | | | | [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 | | |

| [removed: 10.33*] [added: 10.19*] | | | | | | [Form of Expedia, Inc. 2018 Performance-Based Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex103-q12018.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.3 | | | | | | 4/27/2018 | | |

| [removed: 10.34*] [added: 10.20*] | | | | | | [Form of Expedia Group, Inc. Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1046.htm) | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 10.46 | | | | | | 2/8/2019 | | |

| [removed: 10.35*] [added: 10.21*] | | | | | | [Form of Expedia Group, Inc. Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000020/ex102-q12019.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.2 | | | | | | 5/3/2019 | | |

| [removed: 10.36*] [added: 10.22*] | | | | | | [Form of Expedia Group, Inc. Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000020/ex103-q12019.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.3 | | | | | | 5/3/2019 | | |

| [removed: 10.37*] [added: 10.24*] | | | | | | [Form of Expedia Group, Inc. 2020 [removed: Restricted] [added: Performance] Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1064rsuagreeme.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1065psuagreeme.htm)] | | | | | | | | | | | | 10-K/A | | | | | | 001-37429 | | | | | | [removed: 10.64] [added: 10.65] | | | | | | 4/29/2020 | | |

| [removed: 10.38*] [added: 10.35*] | | | | | | [removed: [Form of Expedia Group, Inc. 2020 Performance] [added: [Performance] Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1065psuagreeme.htm)] [added: Agreement between Peter Kern and Expedia Group, Inc., dated as of February 28, 2020](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000040/ex104-q12020.htm)] | | | | | | | | | | | | [removed: 10-K/A] [added: 10-Q] | | | | | | 001-37429 | | | | | | [removed: 10.65] [added: 10.4] | | | | | | [removed: 4/29/2020] [added: 5/21/2020] | | |

| [removed: 10.39*] [added: 10.25*] | | | | | | [Amended and Restated Expedia, Inc. Non-Employee Director Deferred Compensation Plan, effective as of January 1, 2009](http://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w13.htm) | | | | | | | | | | | | 10-K | | | | | | 000-51447 | | | | | | 10.13 | | | | | | 2/19/2009 | | |

| [removed: 10.40*] [added: 10.26*] | | | | | | [Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2009](http://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w17.htm) | | | | | | | | | | | | 10-K | | | | | | 000-51447 | | | | | | 10.17 | | | | | | 2/19/2009 | | |

| [removed: 10.41*] [added: 10.27*] | | | | | | [First Amendment of the Executive Deferred Compensation Plan, effective as of December 31, 2014](http://www.sec.gov/Archives/edgar/data/1324424/000119312515035706/d838066dex1020.htm) | | | | | | | | | | | | 10-K | | | | | | 000-51447 | | | | | | 10.20 | | | | | | 2/6/2015 | | |

| [removed: 10.42*] [added: 10.28*] | | | | | | [Amended and Restated Employment Agreement between Robert J. Dzielak and Expedia, Inc., effective March 3, 2018](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000010/dzielakemploymentagreement.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 3/7/2018 | | |

| [removed: 10.43*] [added: 10.29*] | | | | | | [Stock Option Agreement between [removed: Robert](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex106-q12018.htm) [Dzielak] [added: Robert Dzielak] and Expedia, Inc., effective March 2, 2018 (Performance-Based Options)](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex106-q12018.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.6 | | | | | | 4/27/2018 | | |

| [removed: 10.44*] [added: 10.30*] | | | | | | [Stock Option Agreement between [removed: Robert](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex107-q12018.htm) [Dzielak] [added: Robert Dzielak] and Expedia, Inc., effective March 2, 2018 (Cliff Vest Options)](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex107-q12018.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.7 | | | | | | 4/27/2018 | | |

| [removed: 10.45*] [added: 10.31*] | | | | | | [Equity Treatment Agreement between Dara Khosrowshahi and Expedia, Inc., effective September 20, 2017](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000053/ex104_dketafinal.htm) | | | | | | | | | | | | 8-K/A | | | | | | 001-37429 | | | | | | 10.4 | | | | | | 9/21/2017 | | |

| 10.40* | | | | | | [Transition and Services Agreement between Eric Hart and Expedia, Inc., dated September 14, 2022](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000056/ex101ehagmt.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 9/14/2022 | | |

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

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

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

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

| 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, 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 | | |

| 4.10 | | | | | | [Indenture, dated as of July 14, 2020, among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National 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 | | | | | | 7/15/2020 | | |

| 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 | | |

| 4.12 | | | | | | [Indenture, dated as of March 3, 2021,](https://www.sec.gov/Archives/edgar/data/1324424/000110465921031563/tm218532d1_ex4-1.htm) [among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the 2.95% Senior Notes due 2031](https://www.sec.gov/Archives/edgar/data/1324424/000110465921031563/tm218532d1_ex4-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | 3/3/2021 | | |

| 10.1 | | | | | | [Amended and Restated Transaction Agreement, by and among Liberty Interactive Corporation, Liberty Expedia Holdings, Inc., Barry Diller, John C. Malone and Leslie Malone, dated as of September 22, 2016](http://www.sec.gov/Archives/edgar/data/1669600/000104746916015637/a2229713zex-10_13.htm) | | | | | | | | | | | | S-4/A*† | | | | | | 333-210377 | | | | | | 10.13 | | | | | | 9/23/2016 | | |

| 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 | | |

| 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 | | |

| 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 | | |

| 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 | | |

| 10.12 | | | | | | [First Amendment, dated as of July 6, 2020 to the Amended and Restated Credit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1020.htm) | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 10.20 | | | | | | 2/12/2021 | | |

| 10.13 | | | | | | [Second Amendment, dated as of August 5, 2020, to the Amended and Restated Credit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000110465920091539/tm2026599d1_ex10-2.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.2 | | | | | | 8/6/2020 | | |

| 10.15 | | | | | | [Fourth Amendment, dated as of December 22, 2020, to the Amended and Restated Credit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1023.htm) | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 10.23 | | | | | | 2/12/2021 | | |

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

| 10.18 | | | | | | [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) (the “Foreign Credit Facility”) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 8/6/2020 | | |

| 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 | | |

| 10.20 | | | | | | [Second Amendment, dated as of December 22, 2020 to 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) | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 10.27 | | | | | | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | By: | | | /s/ PETER [removed: M.] KERN | | |

| | | | | | | Peter [removed: M.] Kern Chief Executive Officer and Vice Chairman | | |

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: 10, 2022.][added: 9, 2023.]

| /s/ PETER [removed: M.] KERN | | | | | | Chief Executive Officer, Vice Chairman and Director | | |

| Peter [removed: M.] Kern | | | | | | (Principal Executive Officer) | | |

| [removed: Eric Hart] [added: Julie Whalen] | | | | | | (Principal Financial Officer) | | |

| /s/ LANCE [removed: A.] SOLIDAY | | | | | | Senior Vice President, Chief Accounting | | |

| Lance [removed: A.] Soliday | | | | | | Officer and Controller | | |

| /s/ CRAIG [removed: A.] JACOBSON | | | | | | Director | | |

| Craig [removed: A.] Jacobson | | | | | | | | |

| /s/ [removed: ALEXANDER] [added: ALEX] VON FURSTENBERG | | | | | | Director | | |

| [removed: Alexander] [added: Alex] von Furstenberg | | | | | | | | |

| /s/ JULIE WHALEN | | | | | | [added: Chief Financial Officer and] Director | | |

| [Consolidated Financial [removed: Statements](#i433d81903e814837b268e57261b357cb_115)] [added: Statements](#i5e7b41eca611491d95629ef06db42e39_112)] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i433d81903e814837b268e57261b357cb_112)] [added: Firm](#i5e7b41eca611491d95629ef06db42e39_109)] (PCAOB ID: 42) | | | [removed: [F-](#i433d81903e814837b268e57261b357cb_112) [2](#i433d81903e814837b268e57261b357cb_112)] [added: [F-](#i5e7b41eca611491d95629ef06db42e39_109) [2](#i5e7b41eca611491d95629ef06db42e39_109)] | | |

| [Consolidated Statements of [removed: Operations](#i433d81903e814837b268e57261b357cb_118)] [added: Operations](#i5e7b41eca611491d95629ef06db42e39_115)] | | | [removed: [F-](#i433d81903e814837b268e57261b357cb_118) [4](#i433d81903e814837b268e57261b357cb_118)] [added: [F-](#i5e7b41eca611491d95629ef06db42e39_115) [4](#i5e7b41eca611491d95629ef06db42e39_115)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i433d81903e814837b268e57261b357cb_121)] [added: Income](#i5e7b41eca611491d95629ef06db42e39_118)] | | | [removed: [F-](#i433d81903e814837b268e57261b357cb_121) [5](#i433d81903e814837b268e57261b357cb_121)] [added: [F-](#i5e7b41eca611491d95629ef06db42e39_118) [5](#i5e7b41eca611491d95629ef06db42e39_118)] | | |

| [Consolidated Balance [removed: Sheets](#i433d81903e814837b268e57261b357cb_124)] [added: Sheets](#i5e7b41eca611491d95629ef06db42e39_121)] | | | [removed: [F-](#i433d81903e814837b268e57261b357cb_124) [6](#i433d81903e814837b268e57261b357cb_124)] [added: [F-](#i5e7b41eca611491d95629ef06db42e39_121) [6](#i5e7b41eca611491d95629ef06db42e39_121)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i433d81903e814837b268e57261b357cb_127)] [added: Equity](#i5e7b41eca611491d95629ef06db42e39_124)] | | | [removed: [F-](#i433d81903e814837b268e57261b357cb_127) [7](#i433d81903e814837b268e57261b357cb_127)] [added: [F-](#i5e7b41eca611491d95629ef06db42e39_124) [7](#i5e7b41eca611491d95629ef06db42e39_124)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i433d81903e814837b268e57261b357cb_130)] [added: Flows](#i5e7b41eca611491d95629ef06db42e39_127)] | | | [removed: [F-](#i433d81903e814837b268e57261b357cb_130) [9](#i433d81903e814837b268e57261b357cb_130)] [added: [F-](#i5e7b41eca611491d95629ef06db42e39_127) [9](#i5e7b41eca611491d95629ef06db42e39_127)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i433d81903e814837b268e57261b357cb_133)] [added: Statements](#i5e7b41eca611491d95629ef06db42e39_130)] | | | [removed: [F-](#i433d81903e814837b268e57261b357cb_133) [10](#i433d81903e814837b268e57261b357cb_133)] [added: [F-](#i5e7b41eca611491d95629ef06db42e39_130) [10](#i5e7b41eca611491d95629ef06db42e39_130)] | | |

We have audited the accompanying consolidated balance sheets of Expedia Group, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 10, 2022] [added: 9, 2023] expressed an unqualified opinion thereon.

The communication of [removed: the] critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

| *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: 2021,] [added: 2022,] the Company recorded deferred tax assets of [removed: $1,518] [added: $1,343] million and a related valuation allowance of [removed: $171] [added: $242] 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: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenue | | | $ | [removed: 8,598] [added: 11,667] | | | | | $ | [removed: 5,199] [added: 8,598] | | | | | $ | [removed: 12,067] [added: 5,199] | |

| Cost of revenue (exclusive of depreciation and amortization shown separately below) (1) | | | [removed: 1,522] [added: 1,657] | | | | | | [removed: 1,649] [added: 1,522] | | | | | | [removed: 2,066] [added: 1,649] | | |

| Selling and marketing (1) | | | [removed: 4,221] [added: 6,100] | | | | | | [removed: 2,527] [added: 4,221] | | | | | | [removed: 6,060] [added: 2,527] | | |

| Technology and content (1) | | | [removed: 1,074] [added: 1,181] | | | | | | [removed: 1,068] [added: 1,074] | | | | | | [removed: 1,263] [added: 1,068] | | |

| General and administrative (1) | | | [removed: 705] [added: 748] | | | | | | [removed: 589] [added: 705] | | | | | | [removed: 807] [added: 589] | | |

| Depreciation and amortization | | | [removed: 814] [added: 792] | | | | | | [removed: 893] [added: 814] | | | | | | [removed: 910] [added: 893] | | |

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

| Intangible and other long-term asset impairment | | | [removed: 6] [added: 81] | | | | | | [removed: 175] [added: 6] | | | | | | [removed: —] [added: 175] | | |

| Legal reserves, occupancy tax and other | | | [removed: 1] [added: 23] | | | | | | [removed: (13)] [added: 1] | | | | | | [removed: 34] [added: (13)] | | |

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

| Operating income (loss) | | | [removed: 186] [added: 1,085] | | | | | | [removed: (2,719)] [added: 186] | | | | | | [removed: 903] [added: (2,719)] | | |

| Interest income | | | [removed: 9] [added: 60] | | | | | | [removed: 18] [added: 9] | | | | | | [removed: 59] [added: 18] | | |