Expedia Group (EXPE) 10-K risk factor changes: FY2023 vs FY2022

[removed: Since early 2020,] [added: Most recently,] the COVID-19 pandemic and efforts to contain it [removed: have] severely restricted the level of economic activity around the [removed: world and have] [added: world,] had an unprecedented [removed: effect] [added: negative impact] on the global travel [removed: industry.][added: industry, and materially impacted our business, financial performance and liquidity position, as well as those of many of the partners on which our business relies.]

We compete with both established and emerging online and traditional providers of travel-related services, including online travel agencies; alternative accommodation providers; wholesalers and tour operators; travel product suppliers (including hotels, airlines and car rental companies); search engines and large online portal websites; travel metasearch services; corporate travel management service providers; mobile platform travel applications; social media websites; eCommerce and group buying websites; [added: B2B businesses] and other participants in the travel industry.

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

For example, Google has continued to add features and functionality to its Google Travel, Google [removed: Flights”, and] [added: Flights,] Hotel Ads [removed: travel] [added: and alternative accommodations] metasearch products.

Search engines may also continue to expand their voice and artificial intelligence [added: ("AI")] capabilities.

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

For example, ride-sharing apps increasingly compete with traditional car rental services and [added: are adding other transportation and experience offerings, and] travel services continue to proliferate.

[removed: In addition to the impact of the COVID-19 pandemic and other potential pandemic or health-related events, our] [added: Our] business and financial performance are affected by the overall health of the worldwide travel industry.

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

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

In addition, the disruption of the existing travel plans of a significant number of travelers upon the occurrence of certain [added: of these] events, such as severe weather conditions, [added: fires,] actual or threatened terrorist activity, war or travel-related health events, could result in significant additional costs and decrease our revenues leading to constrained liquidity, particularly if we, as we 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.

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 properties), GDS partners and [removed: other] B2B partners.

[removed: Each year we] [added: We] typically negotiate or renegotiate numerous supplier [removed: contracts.][added: contracts each year.]

Likewise, no assurance can be given that our [removed: other] [added: current] B2B partners will [removed: elect] [added: continue] to participate in our platform or that our compensation will not be reduced.

We may experience constraints in our liquidity [removed: and may, whether] due to [removed: the COVID-19 pandemic or other] factors out of our [removed: control,] [added: control and may] be unable to access capital when necessary or desirable, either of which could harm our financial position.

If our liquidity is materially diminished, [added: as it was during the COVID-19 pandemic,] we may not be able to timely pay [removed: debts or leases] [added: debts, leases,] or comply with material provisions of our contractual obligations.

Although our cash flows from operations and available capital, including the proceeds from financing transactions, have been sufficient to meet [added: our] obligations and commitments to date, we cannot predict [removed: how the COVID-19 pandemic and resulting economic impacts could affect our liquidity in] [added: future outcomes if] the [removed: future.][added: travel industry were to experience a significant decline or disruption.]

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 [removed: generate working capital, such as our agency hotel, and advertising businesses, and payment terms with suppliers.]

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 [added: 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).]

As of December 31, [removed: 2022,] [added: 2023,] we have outstanding long-term indebtedness, excluding current maturities, with a face value of $6.3 billion and we have an essentially untapped revolving credit facility of $2.5 billion.

| • | | | [removed: Grant] [added: grant] certain liens on certain of our assets; [added: and] | | |

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

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

[removed: In recent years, certain] [added: Certain] online travel companies and metasearch websites [added: have] expanded their offline and digital advertising campaigns globally, increasing competition for share of voice, and we expect this activity to continue in the future.

Moreover, for existing and future payment options we offer to both our customers and suppliers, we are and may increasingly be subject to additional regulations and compliance requirements including obligations to implement enhanced authentication [removed: processes, such as the EEA’s Revised Payment Services Directive (“PSD2”), which came into effect on January 1, 2021.][added: processes and new standards for payment security and strong customer authentication (“SCA”) that have and may increasingly make it more difficult and costly to carry out a payment transaction successfully.]

[removed: The] [added: For example, the] lack of [removed: industry wide] [added: industry-wide] adoption of SCA may continue to add to the complexity of payment transactions for us and our suppliers.

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

Our results of operations and financial positions have been negatively affected by our acceptance of fraudulent bookings made using [added: payment options including] credit and debit cards or fraudulently obtained loyalty points.

We are sometimes held liable for accepting fraudulent bookings on our websites or other bookings for which payment is subsequently disputed by our customers both of which lead to the reversal of payments received by us for such bookings (referred to as a [removed: “charge back”).][added: “charge-back”).]

In addition, the payment card networks have rules around acceptable [removed: charge back] [added: charge-back] ratios.

Accordingly, we calculate and record an allowance for the resulting [removed: credit and debit card charge backs.][added: charge-backs.]

Any of these events [removed: would] [added: could] have a [added: significant] negative effect on the value of our brands, which could have an adverse impact on our financial performance.

We have numerous significant commercial arrangements with business [removed: partners] [added: partners,] and we rely on third-party service providers for a broad ranges of key services, including both external, customer-facing services such as customer support and booking fulfillment and internal services related to our operations, technology development and infrastructure.

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

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

In addition, the contributions of Barry Diller, our Chairman and Senior Executive, Peter Kern, our Vice Chairman and [added: current] Chief Executive Officer, [added: and Ariane Gorin, who has been appointed to succeed Mr. Kern] as [added: Chief Executive Officer in May of 2024, as] well as other members of our travel leadership team are critical to the overall management of the [removed: company.][added: Company.]

Expedia Group cannot ensure that it will be able to retain the services of Mr. Diller, Mr. [removed: Kern] [added: Kern, Ms. Gorin] or any other member of our senior management or key employees, the loss of whom could seriously harm our business.

[removed: The] [added: Some of our] most significant [removed: of these] initiatives are described [removed: below] [added: above] in Part I.

As it relates to deposits, as of December 31, [removed: 2022,] [added: 2023,] we held cash in bank depository accounts of approximately [removed: $3.8] [added: $4.0] billion and [removed: held term deposits] [added: money market funds] of approximately [removed: $18] [added: $168] million.

Additionally, majority-owned subsidiaries held cash of approximately [removed: $96] [added: $42] million and held term deposits of approximately [removed: $218] [added: $99] million.

Industry Risks

*B2B businesses.* Our B2B business faces competition from other online travel agencies with B2B offerings as well as other competitors such as independent B2B businesses.

If we are unable to deliver competitive supply, products, features and commercial terms to our B2B partners, this may result in slower growth and/or a loss of share.

Other factors beyond our control that could materially and adversely affect the travel industry in general and our business in particular include:

| • | | | adverse macroeconomic conditions, such as slow growth or recession, high unemployment, inflation, tighter credit, higher interest rates, heightened bankruptcies or liquidations, significant changes in oil prices, and currency fluctuations; | | |

| • | | | political instability, including increased incidents of actual or threatened terrorism, and geopolitical conflicts (such as the war in Ukraine and the Israel-Hamas war); | | |

| • | | | major public health issues, including pandemics such as the COVID-19 pandemic; | | |

| • | | | fluctuations in hotel supply, occupancy and Average Daily Rates ("ADRs"); | | |

| • | | | changes in airline capacity and airline ticket prices; | | |

| • | | | the imposition of taxes or surcharges by regulatory authorities; | | |

| • | | | extreme weather or natural disasters, including fires, floods, droughts, and hurricanes; | | |

| • | | | continued air carrier and hotel chain consolidation, travel strikes, trade disputes, labor unrest, or labor shortages; | | |

| • | | | travel-related accidents or grounding of aircraft due to safety concerns; and | | |

| • | | | travel bans, changes to visa and immigration requirements or border control policies. | | |

generate working capital, such as our agency hotel, and advertising businesses, and payment terms with suppliers.

Search engines

Certain of our payment processors also have the right to pass any increases in interchange

The rapid evolution and increased adoption of AI technologies may increase the risk of fraudulent bookings and fraudulent supplier scheme risks.

Certain

| | | | | | |

Our employees in certain countries, primarily European, are represented by works councils, health and safety committees, and/or trade unions, which we collectively refer to as Employee Representative Bodies ("ERBs").

We are required to engage with our ERBs on certain matters such as restructurings, acquisitions and divestitures, and other matters that could impact our labor force.

This engagement may include informing, consulting, or requesting consent or approval and ultimately may not result in terms satisfactory to us, which could result in increases in our cost of labor, diversion of management's attention away from operating our business, delays in certain initiatives, and exposure to claims and litigation.

Leadership transitions can be difficult to manage, and may cause disruption to our business due to, among other things, diverting management's attention away from the Company's financial and operational goals.

In addition, many of the laws that impose taxes or other obligations on travel and lodging companies were established before the growth of the internet and the alternative

Governments also are looking at additional taxes specific to alternative accommodations that, if implemented, could make the business of operating an alternative accommodation less attractive or prohibitively expensive.

In 2023, for example, the Federal Trade Commission proposed new rules and the State of California passed new laws, in each case focused on fees and related pricing display practices.

These new laws and regulations may significantly impact the profitability or competitiveness of our business.

It is possible that unfavorable

Most recently, we have incorporated third-party AI technology in certain of our products, services and business operations.

Our research, development and deployment of AI technologies remains ongoing.

AI presents risks, challenges, and unintended consequences that could affect our and our customers’ adoption and use of this technology.

AI algorithms and training methodologies may be flawed.

Additionally, AI technologies are complex and rapidly evolving, and we face significant competition in the market from other companies regarding the research, development and deployment of such technologies.

While we aim to develop and deploy AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise.

AI-related issues, deficiencies and/or failures could (i) give rise to legal and/or regulatory action as a result of new applications of existing data protection, privacy, intellectual property, and other laws, including with respect to proposed legislation regulating AI in jurisdictions in which we operate; (ii) damage our reputation; or (iii) otherwise materially harm our business.

the resources devoted to those efforts have in the past adversely affected, and may in the future adversely affect, our ability to develop new site features.

Additionally, some actors are using AI technology to launch more sophisticated, automated, targeted and coordinated attacks that are more difficult to detect.

Moreover, we may be subject to criticism by ESG detractors for our ESG initiatives or for any revisions made to these initiatives.

We may also be subject to adverse responses by government entities, like anti-ESG laws or punitive legislative actions, or from consumers, through actions like boycotts or adverse media campaigns, aimed at Expedia Group that could negatively affect our reputation, business operations, financial results, and growth.

COVID-19 Pandemic and Travel Industry Risks

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

Containment measures have included, and in some cases continue to include, travel restrictions, bans and advisories, social distancing measures, curfews, quarantine restrictions after travel in certain locations, 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.

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.

As a result, we experienced a significant increase in refunds, which led to materially negative cash flow that negatively impacted our cash balance and overall liquidity position.

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.

In addition, the pandemic impeded global economic activity for an extended period and could continue to do so, 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 would significantly reduce discretionary spending on travel.

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

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

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

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

For example, in response to the spread of COVID-19 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, 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.

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.

It is 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 been, and may continue to be, significant and could continue to have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity position for the foreseeable future.

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

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.

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

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).

| • | | | Enter into certain asset sale transactions; and | | |

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

PSD2 imposed new standards for payment security and strong customer authentication (“SCA”) that have and may increasingly make it more difficult and costly to carry out a payment transaction successfully.

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

We

Although we have put measures in place to protect certain portions of our facilities and

amended, altered changed or repealed, or any provision inconsistent therewith adopted, without the approval of at least (1) 80% of the entire Board of Directors and (2) 80% of the voting power of Expedia Group’s outstanding voting securities, voting together as a single class.

| • | | | Repurchases of our common stock; | | |

| • | | | Price and volume fluctuations in the stock markets in general. | | |

This section of this Form 10-K generally discusses the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year over year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of the year ended December 31, [removed: 2020] [added: 2021] items and the year over year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021.][added: 2022.]

[removed: The] [added: Starting in early 2020, the] COVID-19 pandemic, and measures to contain the virus, including government travel restrictions and quarantine orders, had an unprecedented impact on the global travel industry and materially and negatively impacted our business, financial results and financial condition.

More recently, inflation and other macroeconomic pressures in the U.S. and the global economy, such as rising interest rates, [removed: appreciation of the dollar,] [added: currency fluctuations and] energy price [removed: volatility and inflationary pressures,] [added: volatility, as well as evolving geopolitical conflicts,] have contributed to an increasingly complex [removed: macroeconomic] [added: business] environment.

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

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

In addition to the growth of online travel agencies, we have seen [removed: increased] [added: continued] interest in the online travel industry from search engine companies such as Google, evidenced by continued product enhancements, and prioritizing its own AdWords and metasearch products such [removed: as,] [added: as] Google Hotel Ads and Google Flights, in search results.

Other competitors have arisen, including vacation rental property [removed: managers such as Vacasa,] [added: managers,] 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 [removed: accommodation] [added: accommodations] market.

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

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

As a percentage of our total worldwide revenue in [removed: 2022,] [added: 2023,] lodging accounted for [removed: 76%.][added: 80%.]

ADRs for rooms [removed: stayed] [added: booked] for Expedia Group increased [removed: 3%] [added: 28%] in [removed: 2020,] [added: 2021,] increased [removed: 20%] [added: 3%] in [removed: 2021] [added: 2022] and [removed: increased 7%] [added: decreased 2%] in [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] our global lodging marketplace had [removed: approximately] [added: over] 3 million lodging properties available, including over 2 million online bookable alternative accommodations listings through Vrbo and [removed: approximately 900,000] [added: over 940,000] hotels and alternative accommodations through our other brands.

Since our hotel [added: and alternative accommodation] supplier agreements are generally negotiated on a percentage basis, any increase or decrease in ADRs has an impact on the revenue we earn per room night.

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

[added: In the meantime, certain hotel chains have been focusing] on [added: 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 programs, increased or exclusive product availability and complimentary benefits.

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

It also generates revenue from a traveler service fee for [removed: bookings.][added: bookings, as well as insurance products.]

Similar to the rest of travel, the airlines experienced a surge in pent-up [removed: demand,] [added: demand when COVID-19 restrictions were lifted,] however they [removed: have been operating] [added: continued to operate] at reduced capacity due to staffing [removed: shortages,] [added: shortages and] supply chain [removed: disruptions, and elevated fuel costs.][added: disruptions.]

[removed: In 2022,] [added: Despite] the [removed: reduced airline] [added: return of] capacity [removed: and high operating costs drove average] [added: in 2023,] U.S. domestic airfares [added: remained roughly flat year-over-year and] up approximately 10% compared to [removed: pre-pandemic] [added: 2019] levels, according to Airlines [removed: Reporting] [added: Report] Corporation [removed: (ARC)] [added: ("ARC")] data.

In [removed: addition,] [added: the future,] 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.

As a percentage of our total worldwide revenue in [removed: 2022,] [added: 2023,] air accounted for 3%.

In [removed: 2022,] [added: 2023,] we generated [removed: $777] [added: $821] million of advertising and media revenue, a [removed: 29%] [added: 6%] increase from [removed: 2021,] [added: 2022,] representing [removed: 7%] [added: 6%] of our total worldwide revenue.

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

Hotels.com Rewards [added: continues to be offered outside of the United States and] offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions.

Expedia Rewards [added: also continues to be offered outside of the United States and] enables participating travelers to earn points on all hotel, flight, package and activities made on various [added: international] Brand Expedia websites.

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

As travelers accumulate [removed: points] [added: awards] towards free travel products, we defer the relative standalone selling price of earned [removed: points,] [added: awards,] net of expected breakage, as deferred loyalty rewards within deferred merchant bookings on the consolidated balance sheet.

In order to estimate the standalone selling price of the underlying services on which [removed: points] [added: awards] can be redeemed for all loyalty programs, we use an adjusted market assessment approach [removed: and consider the redemption values expected from the traveler.]

Revenue is recognized when we have satisfied our performance obligation relating to the [removed: points,] [added: awards,] that is when the travel service purchased with the loyalty award is satisfied.

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

[added: 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.

We believe the weighted use of discounted cash flows and market approach is [added: generally] the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis.

If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation [removed: methodologies, which would typically include an estimate of discounted cash flows.]

For additional information on our goodwill and intangible asset impairments recorded in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] see NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements.

[added: If the tax position meets the more] likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the financial statements.

[removed: A] variety of factors could affect the amount of the liability (both past and future), which factors include, but are not limited to, the number of, and amount of revenue represented by, jurisdictions that ultimately assert a claim and prevail in assessing such additional tax or negotiate a settlement and changes in relevant statutes.

We [removed: note that there] are [removed: more than 10,000 taxing jurisdictions] [added: subject to income taxes] in the United [removed: States,] [added: States] and [added: foreign jurisdictions and, due to the complex nature of tax legislation and frequent changes with such associated legislation,] it is not feasible to analyze the statutes, regulations and judicial and administrative rulings in every jurisdiction.

Rather, we have obtained the advice of [added: international,] state and local tax experts with respect to tax laws of certain [added: countries,] states and local jurisdictions that represent a large portion of our [removed: hotel] [added: lodging] revenue.

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

Travel was severely depressed during 2020, with reduced levels of new bookings.

In 2021, we began to see a bookings recovery.

In 2022, there was a strong, but uneven, recovery in travel demand with different regions around the world experiencing different rates of recovery.

In 2023, the overall reopening of the Asia-Pacific region and general recovery outside of the United States was a factor in the gross bookings year-over-year growth rate for our B2B segment, but any other lingering impacts of the pandemic did not have a significant impact on our businesses, and we expect that to remain the case for future periods.

Our B2B business has grown significantly but faces competition from other OTAs with B2B offerings, as well as other competitors, such as independent B2B businesses.

Room nights booked grew 12% in 2023, as compared to a growth of 26% in 2022 and 71% in 2021.

*Alternative Accommodations.* Over the past decade, we expanded into the alternative accommodations market.

In 2023, airlines focused on adding capacity back to their networks, ending the year with global air capacity nearly recovered to 2019 levels.

Our air bookings improved in 2023 compared to 2022, but continued to lag the growth in our lodging business.

Booked air tickets increased 4% in 2023, 8% in 2022 and 43% in 2021.

In 2023, the company adopted its marketing strategy and launched a new logo and visual identity, part of a push to rejuvenate its

brand, demonstrate the relevance of its offerings and drive long-term growth.

One Key allows members to earn OneKeyCash, the currency of the One Key program, on eligible hotels, alternative accommodations, activities, packages car rentals, fights and cruises made on the U.S. points of sale on Expedia, Hotels.com and Vrbo.

and consider the redemption values expected from the traveler.

During the third quarter of 2023, as a result of trivago’s recent strategic shift which included intensifying its brand marketing investments with an anticipated decrease in profitability, we concluded that sufficient indicators existed to require us to perform an interim impairment assessment.

In addition to the trivago goodwill impairment charge mentioned above, as a result of the assessment during the third quarter of 2023, we recognized a $15 million impairment charge related to indefinite-lived trade name.

During the fourth quarter of 2023, we also recognized intangible impairment charges of $114 million related to indefinite-lived trade names within our B2C segment.

methodologies, which would typically include an estimate of discounted cash flows.

Our B2B segment fuels a wide range of travel and non-travel companies including airlines, offline travel agents, online retailers, corporate travel management and financial institutions, who leverage our leading travel technology and tap into our diverse supply to augment their offerings and market Expedia Group rates and availabilities to their travelers.

Gross bookings increased 10% in 2023 compared to 2022 as gross bookings for lodging improved due to continued strength of travel demand.

Booked room nights for our lodging business increased 12% in 2023 compared to 2022.

Revenue margin remained relatively consistent in 2023 compared to 2022.

| B2C | | | $ | 9,113 | | | | | $ | 8,741 | | | | | $ | 6,821 | | | | | 4 | | % | | | | 28 | | % |

Revenue increased 10% in 2023 compared to 2022, on strong growth in our B2B segment resulting from increased lodging revenue.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs 2022 | | | | | | 2022 vs 2021 | | |

| Total revenue | | | $ | 12,839 | | | | | $ | 11,667 | | | | | $ | 8,598 | | | | | 10 | | % | | | | 36 | | % |

Lodging revenue increased 15% in 2023 primarily driven by an increase in room nights stayed mostly in our hotel business.

Air revenue increased 13% in 2023 primarily driven by an increase in revenue per air ticket as well as an increase in air tickets sold.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs 2022 | | | | | | 2022 vs 2021 | | |

| Total revenue | | | $ | 12,839 | | | | | $ | 11,667 | | | | | $ | 8,598 | | | | | 10 | | % | | | | 36 | | % |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs 2022 | | | | | | 2022 vs 2021 | | |

As a percentage of revenue, cost of revenue decreased in 2023 on leverage driven by ongoing efficiencies across our customer support and other operations.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs 2022 | | | | | | 2022 vs 2021 | | |

| Selling and marketing - direct | | | $ | 6,107 | | | | | $ | 5,428 | | | | | $ | 3,499 | | | | | 13 | | % | | | | 55 | | % |

| % of revenue | | | 47.6 | | % | | | | 46.5 | | % | | | | 40.7 | | % | | | | | | | | | | | | |

| Selling and marketing - indirect | | | 756 | | | | | | 672 | | | | | | 722 | | | | | | 12 | | % | | | | (7) | | % |

| % of revenue | | | 5.9 | | % | | | | 5.8 | | % | | | | 8.4 | | % | | | | | | | | | | | | |

Selling and marketing - indirect increased compared to the prior year due to compensation increases as well as higher headcount.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs 2022 | | | | | | 2022 vs 2021 | | |

Technology and content expense increased $177 million for 2023 compared to 2022 primarily due to higher personnel costs from increased headcount to support our strategic initiatives, as well as higher stock-based compensation of $27 million year over year.

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.

Despite positive developments, the full duration and total impact of COVID-19 remains uncertain, and therefore it is difficult to predict any future impact on the travel industry and, in particular, our business.

We have also executed cost savings initiatives aimed at simplifying the 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 greater than $200 million in variable costs savings, at 2019 volume levels.

We also believe we have improved our marketing efficiency and continue to evaluate additional opportunities to increase efficiency and improve operational effectiveness across the Company.

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.

This competition

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

Vrbo carries a higher ADR than hotels and has accounted for a higher percentage of room nights due to the faster recovery and shift to alternative accommodations during these periods.

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

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

While air bookings improved in 2022 relative to 2021, our air business continues to lag lodging bookings and remains below 2019 levels.

Air ticket volumes increased 8% in 2022 and increased 43% during 2021, compared to a decline of 63% in 2020.

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.

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

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

During 2020, as a result of the significant turmoil related to COVID-19, we concluded that sufficient indicators existed to require us to perform multiple interim impairment assessments.

Our significant estimates in the market approach model include identifying

The fair value estimate for the trivago reporting unit was based on trivago's stock price, a Level 1 input, adjusted for an estimated control premium.

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.

| Retail | | | $ | 8,741 | | | | | $ | 6,821 | | | | | $ | 3,993 | | | | | 28 | | % | | | | 71 | | % |

| Corporate (Bodybuilding.com) | | | — | | | | | | — | | | | | | 59 | | | | | | N/A | | | | | | N/A | | |

Similar to the gross bookings increase, revenue increased 36% in 2022 compared to 2021, with all segment's growth reflecting the continued improvement in travel demand.

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.

| Direct costs | | | $ | 5,428 | | | | | $ | 3,499 | | | | | $ | 1,728 | | | | | 55 | | % | | | | 103 | | % |

| Indirect costs | | | 672 | | | | | | 722 | | | | | | 799 | | | | | | (7) | | % | | | | (10) | | % |

| Total selling and marketing | | | $ | 6,100 | | | | | $ | 4,221 | | | | | $ | 2,527 | | | | | 45 | | % | | | | 67 | | % |

| % of revenue | | | 52.3 | | % | | | | 49.1 | | % | | | | 48.6 | | % | | | | | | | | | | | | |

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.

Technology and content expense increased $107 million for 2022 compared to 2021 primarily due to higher personnel costs due to increased headcount as well as an increase in average salaries, including the prior year's compensation change, which shifted discretionary bonuses to salary beginning in the second quarter of 2021.

General and administrative expense increased $43 million in 2022 compared to 2021 primarily due to higher personnel costs due to increased headcount as well as an increase in average salaries, including the prior year's compensation change, which shifted discretionary bonuses to salary beginning in the second quarter of 2021.

Depreciation decreased $11 million in 2022 compared to 2021.

| Retail | | | $ | 2,124 | | | | | $ | 1,782 | | | | | $ | 298 | | | | | 19 | | % | | | | 498 | | % |

(2) Includes immaterial operating results of Bodybuilding.com through its sale in May 2020.

As of [added: both] December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the outstanding aggregate principal amount of our debt was $6.3 [removed: billion and $8.5 billion, respectively.][added: billion.]

[removed: As of December 31, 2022, the] [added: The] aggregate principal of our debt included:

The total estimated fair value of our Senior Notes and Convertible Notes was approximately [removed: $5.8] [added: $6.1] billion and [removed: $9.2] [added: $5.8] billion as of December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively.

A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our debt by approximately [removed: $115] [added: $100] million.

[added: Because our] interest [added: 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 both December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had [added: a] net forward [removed: assets] [added: liability] of [removed: $15] [added: $9] million [added: recorded in accrued expenses] and [removed: $3 million, respectively,] [added: other current liabilities and net forward asset of $15 million] included in prepaid expenses and other current assets.

The fair value of the cross-currency interest rate swaps was [added: an $8 million asset as of December 31, 2023 and] a $21 million asset as of December 31, [removed: 2022] [added: 2022,] recorded in long-term investments and other 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: $31] [added: $44] 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: 2022.][added: 2023.]

[removed: During 2022, 2021 and 2020, we recorded net foreign exchange rate losses of] approximately $40 million ($37 million loss excluding the contracts economically hedging our forecasted merchant [removed: revenue),] [added: revenue) and] net foreign exchange rate losses of approximately $48 million ($37 million loss excluding the contracts economically hedging our forecasted merchant [removed: revenue) and net foreign exchange rate gains of approximately $71 million ($2 million gain excluding the contracts economically hedging our forecasted merchant] revenue).

We recorded net [removed: losses] [added: gains (losses)] of [removed: $345] [added: $16] million, [removed: $29] [added: $(345)] million, and [removed: $142] [added: $(29)] million related to these investments for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] respectively (See NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements for further information).

[removed: traded] [added: 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 [removed: $564] [added: $584] million and $330 million, respectively, at December 31, [removed: 2022,] [added: 2023,] and [removed: $909] [added: $564] million and $330 million, respectively, at December 31, [removed: 2021.][added: 2022.]

A hypothetical 10% decrease in the fair values at December 31, [removed: 2022] [added: 2023] 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 [removed: $89] [added: $91] million, being recognized within other, net in our consolidated statements of operations.

During 2023, 2022 and 2021, we recorded net foreign exchange rate losses of approximately $85 million ($65 million loss excluding the contracts economically hedging our forecasted merchant revenue), net foreign exchange rate losses of

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

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

At the end of [removed: 2022,] [added: 2023,] we had [removed: approximately] [added: over] 3 million lodging properties available, including over 2 million online bookable alternative accommodations listings through Vrbo, [removed: approximately 900,000] [added: over 940,000] hotels and alternative accommodations through our other brands, over 500 airlines, packages, rental cars, cruises, insurance, as well as activities and experiences.

We also shifted to a unified brand strategy within our [removed: Retail] [added: B2C] business where we have a combined team making decisions across all our brands.

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

The result of these cumulative actions [removed: enable] [added: enables] more focus on improving the overall experience for our travelers.

Phocuswright estimates global travel spending, inclusive of alternative accommodations and tours and activities, at approximately [removed: $1.6] [added: $2] trillion in [removed: 2023.][added: 2024.]

Our [removed: Retail] [added: B2C] 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.

Our portfolio of [removed: retail] [added: B2C] brands include:

- *Hotels.com.* Hotels.com focuses on [removed: marketing] lodging accommodations.

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

[removed: Expedia Partner Solutions partners with businesses in a wide spectrum of countries across] [added: *B2B.* Our B2B segment fuels] a wide range of travel and non-travel [removed: verticals] [added: companies] including airlines, offline travel agents, online retailers, corporate travel management and financial institutions, who [added: leverage our leading travel technology and tap into our diverse supply to augment their offerings and] market Expedia Group rates and availabilities to their travelers.

[removed: Expedia Partner Solutions'] [added: Expedia's B2B] partners can benefit from our technology and supply in the way that best suits their business.

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

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

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

We believe this strategy will enable us to: simultaneously build pieces of technology that work in tandem; ship [removed: products] [added: new capabilities and features] faster; create [added: a foundation for] more innovative solutions; and achieve greater [added: economies of scope and] scale.

Ultimately, we believe this will result in [removed: faster] [added: more] product [removed: innovation] [added: improvements faster] and therefore better traveler experiences.

[removed: In 2021, we began migrating] [added: We have also completed the migration of] our core [removed: Retail] [added: B2C] brands [removed: (Brand Expedia, Hotels.com and Vrbo)] onto [removed: one] [added: a] unified [added: Brand Expedia] technology front-end infrastructure, [removed: to increase operating efficiencies.][added: having migrated Hotels.com onto the infrastructure in 2022 and Vrbo in 2023.]

For our legacy company-owned data centers, our systems infrastructure and web and database [added: servers are housed in various locations, mainly in the United States, which have 24-hour monitoring and engineering support.]

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

For the year ended December 31, [removed: 2022,] [added: 2023,] we had total revenue of [removed: $11.7] [added: $12.8] billion, with merchant, agency and advertising, media and other accounting for [removed: 66%, 26%,] [added: 69%, 24%,] and [removed: 8%] [added: 7%] of total revenue, respectively.

Our Expedia Traveler Preference [removed: (ETP)] [added: ("ETP")] program offers, for participating hotels, customers the choice of whether to pay Expedia Group in advance under our merchant model (Expedia Collect) or pay at the hotel at the time of the stay under the agency model (Hotel Collect).

The use of the merchant [removed: travel components in packages and multi-product purchases enable] [added: model enables] us to make certain [removed: travel products] [added: multi-product purchases] available at prices lower than those charged on an individual component basis [removed: by travel suppliers] without impacting their other pricing models.

Our marketing programs are intended to build and maintain the value of our [removed: retail] [added: B2C] brands, drive traffic and ultimately bookings while optimizing ongoing traveler acquisition costs.

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

We manage our marketing investments holistically across the brand portfolio in our [removed: Retail] [added: B2C] segment to optimize results for the Company and make decisions on a market by market and customer segment basis that we think are appropriate based on the relative growth opportunity, the expected returns and the competitive environment.

Our marketing programs and initiatives include promotional offers such as coupons as well as seasonal or periodic special offers from our travel [added: suppliers based on our supplier relationships.]

We strive to deliver value to our travel supply partners through a wide range of innovative, targeted merchandising and promotional strategies designed to generate consumer demand and increase their revenue, while simultaneously reducing their [removed: overall marketing transaction and customer service costs.]

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

Our suite of white label website offerings power hotel, and package [removed: booking] [added: bookings] on suppliers' own websites.

*Distribution Partners.* [removed: GDSs, also referred to as computer reservation services,] [added: GDSs] provide a centralized, comprehensive repository of travel suppliers’ ‘content’ — such as availability and pricing of [removed: seats] [added: airline tickets] on various airline point-to-point flights, or ‘segments.’ The GDSs act as intermediaries between the travel suppliers and travel agencies, allowing agents to reserve and book flights, [removed: rooms] [added: car rentals] or other travel products.

Our competition, which is strong and increasing, includes online and offline travel companies that target leisure and corporate travelers, including travel agencies, tour operators, travel supplier direct websites and their call centers, consolidators and wholesalers of travel products and services, large online portals and search websites, certain travel metasearch websites, mobile travel applications, social media websites, [added: B2B businesses,] as well as traditional consumer ecommerce and group buying websites.

In some cases, competitors are offering more favorable terms and improved interfaces [added: and technology] to suppliers and travelers which make competition increasingly difficult.

[removed: *Retail.*] [added: *B2C.*] We differentiate ourselves from our competitors primarily based on the multiple channels we use to generate demand, quality and breadth of travel product supply, product features and usability of our websites and mobile apps, price or promotional offers, customer [removed: service] [added: service, breadth and flexibility of our loyalty programs,] as well as offline brand efforts.

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

Our websites [added: and apps] feature travel products and services from numerous travel suppliers and allow travelers to combine products and services from multiple providers in one transaction.

[added: We face] competition from airlines, hotels, alternative accommodation websites, rental car companies, cruise operators and other travel service providers, whether working individually or collectively, some of which are suppliers to our websites.

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 [removed: Travel Affiliate Agent Program (TAAP),] [added: TAAP,] a powerful agent booking tool.

We have [removed: established] a formal patent program with a [removed: 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 [removed: warrant, and we anticipate continuing to devote greater resources to seeking patent protection for Expedia Group’s innovations.][added: warrant.]

We must comply with laws and regulations relating to the travel industry, the alternative accommodation industry, internet businesses, and the provision of travel services, including registration in various states as “sellers of travel” and compliance with certain disclosure requirements and participation in state restitution [removed: funds In addition, our businesses are subject to regulation by the U.S. Department of Transportation and must comply with various rules and regulations governing the provision of air transportation, including those relating to advertising and accessibility.][added: funds.]

As of December 31, [removed: 2022,] [added: 2023,] we have a team of [removed: 16,500] [added: 17,100] employees across more than 50 countries focused on using our extensive data and technology to create amazing travel experiences.

These changes

As part of our platform operating model strategy, we migrated both the Hotels.com and Vrbo front-end stacks onto the Brand Expedia stack and created one unified front-end stack in 2023, which increases our test-and-learn capacity and feature release velocity while also providing a scalable and efficient base to operate upon.

We also launched One Key in the United States, which serves as the unified loyalty program under Brand Expedia, Hotels.com and Vrbo, enabling travelers to cross-earn and cross-redeem awards across these brands and our range of products such as air, hotels and alternative accommodations.

One Key will also be launched in more countries going forward.

*B2C*.

We also launched One Key in the United States, which serves as the unified loyalty program under Brand Expedia, Hotels.com and Vrbo, enabling travelers to cross-earn and cross-redeem rewards across these brands and our range of products such as air, hotels and alternative accommodations.

One Key will also be launched in more countries going forward.

bookings.

Most recently, we unified our existing loyalty programs into one global rewards platform called One Key spanning all our major brands, which launched in the United States in July 2023 with additional markets to follow.

overall marketing transaction and customer service costs.

We continue to devote resources to seek patent protection for Expedia Group’s innovations.

In addition, our businesses are subject to regulation by the U.S. Department of Transportation and must comply with various rules and regulations governing the provision of air transportation, including those relating to advertising and accessibility.

Controller, and is a “code of ethics” as defined by applicable rules of the SEC.

COVID-19 Update

The COVID-19 pandemic, and measures to contain the virus, including government travel restrictions and quarantine orders, had an unprecedented impact on the global travel industry and materially and negatively impacted our business, financial results and financial condition.

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.

Despite positive developments, the full duration and total impact of COVID-19 remains uncertain, and therefore it is difficult to predict any future impact on the travel industry and, in particular, our business.

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

*Retail*.

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

*B2B.* Our B2B segment encompasses our Expedia Partner Solutions business.

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.

servers are housed in various locations, mainly in the United States, which have 24-hour monitoring and engineering support.

suppliers based on our supplier relationships.

Our current traveler loyalty programs include Hotels.com Rewards on Hotels.com global websites and Expedia® Rewards on a wide array of Brand Expedia points of sale, as well as Orbitz Rewards on Orbitz.com.

We face

COVID-19 Response

Throughout the COVID-19 pandemic, our employees have remained focused on providing positive experiences for travelers.

of the outstanding common shares (with any excess shares to be voted as specified in the Settlement Agreement), (b) a right of first offer on the part of the Company in connection with any sale by Mr. Diller or other Diller-related persons of Class B Shares representing 10% or more of the Company’s total voting power and (c) the Company’s agreement to cooperate reasonably in connection with any sale of Class B Shares by Mr. Diller or other Diller-related persons.

[added: 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.

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

On May 16, 2022, defendants filed a motion for summary judgment as to all claims, which [removed: remains pending.][added: the court granted on March 31, 2023.]

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

[removed: Regulatory] [added: Some regulatory] authorities in [removed: Europe (including the UK Competition and Markets Authority, or “CMA”), Australia, and elsewhere] [added: different countries] have also undertaken market studies, inquiries or investigations relating to the presentation of information on certain of our [removed: UK and European Union] consumer-facing websites.

We have [removed: agreed to offer certain] [added: worked collaboratively with such authorities and in some cases have offered] voluntary undertakings [added: or commitments] in order to address the regulatory authorities' concerns.

We are [removed: cooperating with regulators in the investigations described above where applicable, but we are] unable to predict what, if any, effect such actions [added: by regulatory authorities] will have on our business, industry practices or online commerce more generally.

On February 24, 2023, the trial court issued final judgment against the defendant online travel companies.

The defendants filed a notice of appeal to the Arkansas Supreme Court on March 23, 2023.

The defendants appealed to the Mississippi Supreme Court.

On September 28, 2023, the court reversed the trial court and rendered judgment in favor of the defendants.

On October 12, 2023, the State filed a motion for rehearing.

That motion was denied on January 11, 2024, thereby ending the matter in the OTCs’ favor.

The court heard argument on the appeal on November 9, 2023.

On January 11, 2024, the court issued a ruling reversing and vacating the lower court’s decision and remanding with instructions to enter judgment in favor of Expedia.

The plaintiffs filed notices of appeal.

The Louisiana First Circuit Court of Appeals held argument on the appeals on August 9, 2023 and the parties await a ruling.

On April 28, 2023, Plaintiffs filed a motion for reconsideration, which the court denied on January 16, 2024.

On January 31, 2024, Plaintiffs filed a notice of appeal from the district court's rulings on the motion for summary judgment and motion to reconsider.

On April 4, 2023, the court denied the motion.

On May 31, 2023, Expedia filed a Petition for Writ of Certiori with the Supreme Court, and on October 2, 2023, the Supreme Court denied Expedia’s Petition for Writ of Certiori in the *Del Valle* matter.

On August 10, 2023, the District Court dismissed, on new grounds, the *Del Valle* action and plaintiff filed an appeal to the Eleventh Circuit which remains pending.

In addition, we may file complaints

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

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

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

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s common equity held by non-affiliates was approximately [removed: $14,349,625,000.][added: $15,117,457,000.]

| Class | | | | | | Outstanding Shares at January [removed: 27, 2023] [added: 26, 2024] were approximately, | | | | | |

| Common stock, $0.0001 par value per share | | | | | | [removed: 147,824,882] [added: 130,765,007] | | | shares | | |

| Portions of the registrant's definitive Proxy Statement relating to its [removed: 2023] [added: 2024] Annual Meeting of Stockholders 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: 2022][added: 2023]

| Item 1 | | | [removed: [Business](#i5e7b41eca611491d95629ef06db42e39_13)] [added: [Business](#icdcdbef4708042c391ac3d2b4829cc4d_13)] | | | [removed: [1](#i5e7b41eca611491d95629ef06db42e39_13)] [added: [1](#icdcdbef4708042c391ac3d2b4829cc4d_13)] | | |

| Item 1A | | | [Risk [removed: Factors](#i5e7b41eca611491d95629ef06db42e39_19)] [added: Factors](#icdcdbef4708042c391ac3d2b4829cc4d_19)] | | | [removed: [9](#i5e7b41eca611491d95629ef06db42e39_19)] [added: [9](#icdcdbef4708042c391ac3d2b4829cc4d_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i5e7b41eca611491d95629ef06db42e39_22)] [added: Comments](#icdcdbef4708042c391ac3d2b4829cc4d_22)] | | | [removed: [24](#i5e7b41eca611491d95629ef06db42e39_22)] [added: [24](#icdcdbef4708042c391ac3d2b4829cc4d_22)] | | |

| Item 2 | | | [removed: [Properties](#i5e7b41eca611491d95629ef06db42e39_25)] [added: [Properties](#icdcdbef4708042c391ac3d2b4829cc4d_25)] | | | [removed: [24](#i5e7b41eca611491d95629ef06db42e39_25)] [added: [25](#icdcdbef4708042c391ac3d2b4829cc4d_25)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i5e7b41eca611491d95629ef06db42e39_28)] [added: Proceedings](#icdcdbef4708042c391ac3d2b4829cc4d_28)] | | | [removed: [24](#i5e7b41eca611491d95629ef06db42e39_28)] [added: [26](#icdcdbef4708042c391ac3d2b4829cc4d_28)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i5e7b41eca611491d95629ef06db42e39_31)] [added: Disclosures](#icdcdbef4708042c391ac3d2b4829cc4d_31)] | | | [removed: [27](#i5e7b41eca611491d95629ef06db42e39_31)] [added: [28](#icdcdbef4708042c391ac3d2b4829cc4d_31)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5e7b41eca611491d95629ef06db42e39_37)] [added: Securities](#icdcdbef4708042c391ac3d2b4829cc4d_37)] | | | [removed: [27](#i5e7b41eca611491d95629ef06db42e39_37)] [added: [28](#icdcdbef4708042c391ac3d2b4829cc4d_37)] | | |

| Item 6 | | | [removed: [Reserved](#i5e7b41eca611491d95629ef06db42e39_40)] [added: [Reserved](#icdcdbef4708042c391ac3d2b4829cc4d_40)] | | | [removed: [28](#i5e7b41eca611491d95629ef06db42e39_40)] [added: [30](#icdcdbef4708042c391ac3d2b4829cc4d_40)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5e7b41eca611491d95629ef06db42e39_43)] [added: Operations](#icdcdbef4708042c391ac3d2b4829cc4d_43)] | | | [removed: [28](#i5e7b41eca611491d95629ef06db42e39_43)] [added: [30](#icdcdbef4708042c391ac3d2b4829cc4d_43)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5e7b41eca611491d95629ef06db42e39_64)] [added: Risk](#icdcdbef4708042c391ac3d2b4829cc4d_64)] | | | [removed: [45](#i5e7b41eca611491d95629ef06db42e39_64)] [added: [46](#icdcdbef4708042c391ac3d2b4829cc4d_64)] | | |

| Item 8 | | | [Consolidated Financial Statements and Supplementary [removed: Data](#i5e7b41eca611491d95629ef06db42e39_67)] [added: Data](#icdcdbef4708042c391ac3d2b4829cc4d_67)] | | | [removed: [47](#i5e7b41eca611491d95629ef06db42e39_67)] [added: [48](#icdcdbef4708042c391ac3d2b4829cc4d_67)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5e7b41eca611491d95629ef06db42e39_70)] [added: Disclosure](#icdcdbef4708042c391ac3d2b4829cc4d_70)] | | | [removed: [47](#i5e7b41eca611491d95629ef06db42e39_70)] [added: [48](#icdcdbef4708042c391ac3d2b4829cc4d_70)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i5e7b41eca611491d95629ef06db42e39_73)] [added: Procedures](#icdcdbef4708042c391ac3d2b4829cc4d_73)] | | | [removed: [47](#i5e7b41eca611491d95629ef06db42e39_73)] [added: [48](#icdcdbef4708042c391ac3d2b4829cc4d_73)] | | |

| Item 9B | | | [Other [removed: Information](#i5e7b41eca611491d95629ef06db42e39_76)] [added: Information](#icdcdbef4708042c391ac3d2b4829cc4d_76)] | | | [removed: [49](#i5e7b41eca611491d95629ef06db42e39_76)] [added: [51](#icdcdbef4708042c391ac3d2b4829cc4d_76)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5e7b41eca611491d95629ef06db42e39_1894)] [added: Inspections](#icdcdbef4708042c391ac3d2b4829cc4d_79)] | | | [removed: [49](#i5e7b41eca611491d95629ef06db42e39_1894)] [added: [51](#icdcdbef4708042c391ac3d2b4829cc4d_79)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5e7b41eca611491d95629ef06db42e39_82)] [added: Governance](#icdcdbef4708042c391ac3d2b4829cc4d_85)] | | | [removed: [49](#i5e7b41eca611491d95629ef06db42e39_82)] [added: [51](#icdcdbef4708042c391ac3d2b4829cc4d_85)] | | |

| Item 11 | | | [Executive [removed: Compensation](#i5e7b41eca611491d95629ef06db42e39_85)] [added: Compensation](#icdcdbef4708042c391ac3d2b4829cc4d_88)] | | | [removed: [49](#i5e7b41eca611491d95629ef06db42e39_85)] [added: [51](#icdcdbef4708042c391ac3d2b4829cc4d_88)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5e7b41eca611491d95629ef06db42e39_88)] [added: Matters](#icdcdbef4708042c391ac3d2b4829cc4d_91)] | | | [removed: [49](#i5e7b41eca611491d95629ef06db42e39_88)] [added: [51](#icdcdbef4708042c391ac3d2b4829cc4d_91)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5e7b41eca611491d95629ef06db42e39_91)] [added: Independence](#icdcdbef4708042c391ac3d2b4829cc4d_94)] | | | [removed: [49](#i5e7b41eca611491d95629ef06db42e39_91)] [added: [51](#icdcdbef4708042c391ac3d2b4829cc4d_94)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i5e7b41eca611491d95629ef06db42e39_94)] [added: Services](#icdcdbef4708042c391ac3d2b4829cc4d_97)] | | | [removed: [49](#i5e7b41eca611491d95629ef06db42e39_94)] [added: [51](#icdcdbef4708042c391ac3d2b4829cc4d_97)] | | |

| Item 15 | | | [Exhibits, Consolidated Financial Statements and Financial Statement [removed: Schedules](#i5e7b41eca611491d95629ef06db42e39_97)] [added: Schedules](#icdcdbef4708042c391ac3d2b4829cc4d_100)] | | | [removed: [49](#i5e7b41eca611491d95629ef06db42e39_97)] [added: [51](#icdcdbef4708042c391ac3d2b4829cc4d_100)] | | |

| Item 16 | | | [Form 10-K [removed: Summary](#i5e7b41eca611491d95629ef06db42e39_100)] [added: Summary](#icdcdbef4708042c391ac3d2b4829cc4d_103)] | | | [removed: [53](#i5e7b41eca611491d95629ef06db42e39_100)] [added: [55](#icdcdbef4708042c391ac3d2b4829cc4d_103)] | | |

| Item 1C | | | [Cybersecurity](#icdcdbef4708042c391ac3d2b4829cc4d_1806) | | | [24](#icdcdbef4708042c391ac3d2b4829cc4d_1806) | | |

| [Signatures](#icdcdbef4708042c391ac3d2b4829cc4d_106) | | | | | | [56](#icdcdbef4708042c391ac3d2b4829cc4d_106) | | |

For the Year Ended December 31, 2023

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

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.

The Company’s Board of Directors (the “Board”) recognizes that safeguarding the Company’s data, information systems, and technology assets is critical to maintaining the trust and confidence of the Company’s travelers, business partners and employees.

The Board actively exercises oversight of the Company’s technological infrastructure, information security and its cybersecurity, which are key components of the Company’s risk management program.

The Company’s cybersecurity policies, standards, processes and programs are integrated into its risk management program and are based on industry standard frameworks established by the National Institute of Standards and Technology ("NIST") and the International Organization for Standardization, among others, as well as on evolving best practices.

Cybersecurity Risk Management and Strategy

The Company’s cybersecurity risk management program is composed of the following key elements:

- *Governance.* As discussed in more detail under the heading “Cybersecurity Governance” below, as part of its general oversight duties, the Board oversees the Company’s risk management, including its cybersecurity risks.

The Board is supported in its oversight of cybersecurity risks by the Audit Committee, which regularly interacts with the Company’s risk management function, the Company’s Chief Security Officer (“CSO”) and the Company’s Chief Technology Officer (“CTO”).

- *Risk Assessment and Management.* The Company’s cybersecurity risk management program is based on industry standard information security principles and best practices, specifically the NIST Cybersecurity Framework and the Payment Card Industry Data Security Standard ("PCI DSS").

The program encompasses all Company directly-managed brands, entities, and internal organizations other than its publicly-traded trivago subsidiary, which has its own standalone cybersecurity risk management program, and uses a proactive approach to regularly identify and assess cybersecurity threats, vulnerabilities and risks, and to evaluate the effectiveness of implemented security controls through internal audits, external threat intelligence, and periodic external independent assessments.

Risks identified and assessed through the cybersecurity risk management program are then communicated to the Company’s senior leadership team and used to prioritize risks based on their potential impact and likelihood as part of the Company’s dynamic risk response strategy.

- *Technical Safeguards and Incident Response.* The Company classifies its electronic data and information systems based on the sensitivity and criticality of the data involved and deploys commensurate technical safeguards, including but not limited to firewalls, encryption, network segmentation, real-time monitoring, intrusion prevention systems, anti-malware, and access controls.

The Company’s cybersecurity incident response plan, modeled on NIST 800-61, is built on a comprehensive framework which sets forth guidance and procedures required for the life cycle of an incident.

The plan establishes processes for use by a cross-functional cybersecurity incident response team with the resources necessary to take action in a timely and decisive manner during the response, investigation, and remediation of an incident, and to comply with legal obligations.

The Company tests, trains, and evaluates its incident response capabilities on at least an annual basis and updates its incident response plan accordingly.

The Company also maintains insurance coverage for cybersecurity incidents.

- *Third-Party Risk Management*. The Company’s external service provider management program requires all third-party service providers to comply with the Company’s security standards, including notification procedures in the event of an incident involving Company confidential information.

The Company requires its service providers to ensure that their own third-party vendors and subcontractors comply with the Company’s security standards when working with Company information.

In addition, the Company performs diligence on external service providers and their vendors that have access to the Company's information and/or information systems, and conducts ongoing monitoring throughout the life of the relationship, including re-assessments in light of any significant changes to the provider’s security controls or technical landscape.

- *Education and Awareness.* The Company’s mandatory annual cybersecurity employee training program covers critical aspects of digital security, including phishing prevention, threat awareness and safe data handling practices.

The annual training program is regularly refreshed based on the evolving security landscape and secure code development.

It is also supplemented by awareness initiatives to keep Company personnel updated on cybersecurity threats and the latest security policies and instill a culture of security mindfulness across the organization.

- *Continuous Review.* The Company regularly reviews its cybersecurity policies, standards, and programs and evaluates the effectiveness of implemented security controls.

In addition to performing internal audits, assessments, tabletop exercises, and vulnerability testing, the Company periodically engages third parties to perform information security

maturity assessments, audits, cyber breach root cause analysis, and independent reviews of its information security control environment and operating effectiveness.

The Company’s CSO provides regular reports on the results of such assessments to the Audit Committee and the Company’s senior leadership team, and the Company adjusts its cybersecurity policies, standards, and programs as necessary based on these reviews.

To date, no risks from cybersecurity threats, including those resulting from any previous cybersecurity incidents, have materially adversely affected, or are reasonably likely to materially adversely affect, the Company, including its business strategy, results of operations or financial condition.

Although the Company’s cybersecurity risk management program, as described above, is designed to help prevent, detect, respond to, and mitigate the impact of cybersecurity incidents, there is no guarantee that a future cybersecurity incident would not materially adversely affect the Company's business strategy, results of operations or financial condition.

For information regarding cybersecurity risks that the Company faces and potential impacts on its business related thereto, see the disclosure set forth in Part I, Item 1A, Risk Factors, under the caption “System interruption, security breaches and unplanned outages in our information systems may harm our businesses.”

Cybersecurity Governance

The Board, in coordination with the Audit Committee, oversees the Company’s risk management program, which includes risks arising from cybersecurity threats.

The Audit Committee regularly receives presentations and reports from both Company management and third-parties, as appropriate, that address a wide range of topics related to cybersecurity risks, including evolving standards, third-party and independent reviews, threat environment updates, technology trends and information security considerations arising with respect to the Company’s peers and partners.

The Company’s CSO and/or the Company’s CTO regularly meet with the Audit Committee (and, where appropriate, the full Board) to discuss technology, information security and cybersecurity programs, progress updates on the Company's key cybersecurity initiatives and related priorities and controls.

At least annually, the Audit Committee and the full Board receive a comprehensive written report covering the Company's cybersecurity program and associated risks, and any changes made to the program since the previous report.

Additionally, the Audit Committee is promptly apprised of any cybersecurity incident that meets established reporting thresholds, and receives ongoing updates regarding any such incident until it has been resolved.

At each regularly scheduled Board meeting, the Audit Committee Chair provides the full Board with an update on all significant matters discussed, reviewed, considered and approved by the committee since the last regularly scheduled Board meeting.

The Company’s CSO, in coordination with the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), CTO, and Chief Legal Officer (“CLO”), works collaboratively across the Company to implement and monitor a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s cybersecurity incident response plan and its security policy.

To facilitate the success of the Company’s cybersecurity risk management program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents.

Through ongoing communications with these teams, the CSO, the CTO and other executive leadership team members are informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time, and report risks from cybersecurity threats and cybersecurity incidents to the Audit Committee when appropriate.

The CSO has extensive cybersecurity experience, having served in various roles in information technology and information security for over two decades.

Before joining the Company, he served as the Chief Cybersecurity Officer of the U.S. division of a large, multinational company.

In addition, we lease approximately 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 approximately [removed: 865,000] [added: 815,000] square feet is leased for domestic operations and [removed: 1.4] [added: 1.5] million for international operations.

As of January [removed: 27, 2023,] [added: 26, 2024,] there were approximately [removed: 2,444] [added: 2,103] holders of record of our common stock and the closing price of our common stock was [removed: $116.18] [added: $151.93] on Nasdaq.

As of January [removed: 27, 2023,] [added: 26, 2024,] 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 the quarter ended December 31, [removed: 2022,] [added: 2023,] 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.

In [removed: April 2018,] [added: December 2019,] the Board of Directors and the Executive [removed: Committee,] [added: Committee of the Board,] pursuant to a delegation of authority from the Board, authorized a [removed: repurchase of up] [added: program] to [removed: 15 million outstanding shares of our common stock, and in December 2019, authorized a] repurchase [removed: of] up to 20 million shares of our common [removed: stock.][added: stock (the “2019 Share Repurchase Program”).]

A summary of the repurchase activity for the fourth quarter of [removed: 2022] [added: 2023] 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 | | | | | | [removed: Maximum Number] [added: Approximate Dollar Value] of Shares that May Yet Be Purchased Under Plans or Programs | | | | | | | | | | | |

The graph assumes an investment of $100 in each of the above on December 31, [removed: 2017.][added: 2018.]

[removed: ][added: ]

We did not pay quarterly common stock dividends in 2023 or 2022.

In October 2023, the Executive Committee of the Board of Directors, pursuant to a delegation of authority from the Board, authorized an additional program to repurchase up to $5 billion of our common stock (“2023 Share Repurchase Program”).

The 2019 Share Repurchase program was complete in the fourth quarter of 2023.

Our 2023 Share Repurchase Program does not have fixed expiration dates and does not obligate the Company to acquire any specific number of shares.

Under the program, shares may be repurchased in the open market or in privately negotiated transactions.

The timing, manner, price and amount of any repurchases will be subject to the discretion of the Company and depend on a variety of factors, including the market price of Expedia Group’s common stock, general market and economic conditions, regulatory requirements and other business considerations.

| October 1-31, 2023 | | | | | | 1,597 | | | | | | | | | $ | 99.20 | | | | | | | | | | | 1,597 | | | | | | | | | $ | 5,127,428 | |

| November 1-30, 2023 | | | | | | 1,236 | | | | | | | | | 118.08 | | | | | | | | | | | | 1,236 | | | | | | | | | 4,981,446 | | |

| December 1-31, 2023 | | | | | | 915 | | | | | | | | | 145.28 | | | | | | | | | | | | 915 | | | | | | | | | 4,848,461 | | |

| Total | | | | | | 3,748 | | | | | | | | | | | | | | | | | | 3,748 | | | | | | | | | | | | | | |

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

During 2021, we paid $67 million (or $74.96 per share of Series A Preferred Stock) of dividends on the Series A Preferred Stock.

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

Not Applicable.

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 9, 2023] [added: 8, 2024] expressed an unqualified opinion thereon.

[removed: /s/Ernst] [added: /s/ Ernst] & Young LLP

February 8, 2024

February 9, 2023

Rule 10b5-1 Plan Elections

During the quarter ended December 31, 2023, none of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

None.

We are incorporating by reference the information required by Part III of this report on Form 10-K from our proxy statement relating to our [removed: 2023] [added: 2024] annual meeting of stockholders (the [removed: “2023] [added: “2024] Proxy Statement”), which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2022.][added: 2023.]

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 “Delinquent Section 16(a) Reports” in the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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 “Board of Directors — Director Independence” in the [removed: 2023] [added: 2024] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the caption "Fees Paid to Our Independent Registered Public Accounting Firm" and “Audit Committee Review and Pre-Approval of Independent Registered Public Accounting Firm Fees” in the [removed: 2023] [added: 2024] Proxy Statement and incorporated herein by reference.

| 3.2 | | | | | | [Amended and Restated By-Laws of Expedia Group, [removed: Inc. dated] [added: Inc., effective] as of [removed: April 15, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex3-1.htm)] [added: December 13, 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/1324424/000132442423000064/expe-20231213.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 3.1 | | | | | | [removed: 4/16/2019] [added: 12/15/2023] | | |

| 4.1 | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-41.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-41.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.9*] [added: 10.10*] | | | | | | [removed: [Fifth] [added: [Sixth] Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000029/expe2020proxystatement.htm#sb558c2e774b445dc9c172f5929fd43df)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000035/sixthamendedandrestatedsto.htm)] | | | | | | | | | | | | [removed: DEF 14A] [added: 8-K] | | | | | | 001-37429 | | | | | | [removed: App.A] [added: 10.1] | | | | | | [removed: 5/7/2020] [added: 6/2/2023] | | |

| [removed: 10.10*] [added: 10.11*] | | | | | | [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: 10.11*] [added: 10.13*] | | | | | | [Expedia Group, Inc. 2013 [added: International] Employee Stock Purchase Plan, [removed: as] [added: As] Amended and [removed: Restated](http://www.sec.gov/Archives/edgar/data/1324424/000132442420000077/ex103-q32020.htm)] [added: Restated](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000035/esppintl.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-37429 | | | | | | 10.3 | | | | | | [removed: 11/5/2020] [added: 6/2/2023] | | |

| 10.12* | | | | | | [Expedia Group, Inc. 2013 [removed: International] Employee Stock Purchase Plan, [removed: As] [added: as] Amended and [removed: Restated](http://www.sec.gov/Archives/edgar/data/1324424/000132442420000077/ex104-q32020.htm)] [added: Restated](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000035/esppus.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-37429 | | | | | | [removed: 10.4] [added: 10.2] | | | | | | [removed: 11/5/2020] [added: 6/2/2023] | | |

| [removed: 10.13*] [added: 10.14*] | | | | | | [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: 10.14*] [added: 10.15*] | | | | | | [Form of 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 | | | | | | 10.34 | | | | | | 2/12/2021 | | |

| [removed: 10.15*] [added: 10.16*] | | | | | | [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: 10.16*] [added: 10.17*] | | | | | | [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: 10.17*] [added: 10.18*] | | | | | | [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: 10.18*] [added: 10.19*] | | | | | | [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: 10.19*] [added: 10.20*] | | | | | | [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: 10.20*] [added: 10.21*] | | | | | | [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: 10.21*] [added: 10.22*] | | | | | | [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: 10.22*] [added: 10.23*] | | | | | | [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: 10.23*] [added: 10.24*] | | | | | | [Form of Expedia Group, Inc. 2020 Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1064rsuagreeme.htm) | | | | | | | | | | | | 10-K/A | | | | | | 001-37429 | | | | | | 10.64 | | | | | | 4/29/2020 | | |

| [removed: 10.24*] [added: 10.25*] | | | | | | [Form of Expedia Group, Inc. 2020 Performance Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1065psuagreeme.htm) | | | | | | | | | | | | 10-K/A | | | | | | 001-37429 | | | | | | 10.65 | | | | | | 4/29/2020 | | |

| [removed: 10.25*] [added: 10.26*] | | | | | | [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: 10.26*] [added: 10.27*] | | | | | | [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: 10.27*] [added: 10.28*] | | | | | | [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: 10.28*] [added: 10.29*] | | | | | | [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: 10.29*] [added: 10.30*] | | | | | | [Stock Option Agreement between 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: 10.30*] [added: 10.31*] | | | | | | [Stock Option Agreement between 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: 10.31*] [added: 10.32*] | | | | | | [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 | | |

| 10.39* | | | | | | [Employment Agreement between [removed: Eric Hart] [added: Julie Whalen] and Expedia, Inc., [removed: effective November 1, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000132442420000009/q42019ex-1062.htm)] [added: dated September 13, 2022](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000056/ex102jwagmt.htm)] | | | | | | | | | | | | [removed: 10-K] [added: 8-K] | | | | | | 001-37429 | | | | | | [removed: 10.62] [added: 10.2] | | | | | | [removed: 2/14/2020] [added: 9/14/2022] | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-21.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 22 | | | | | | [List of Guarantor Subsidiaries of Expedia Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-22.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-22.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-231.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certifications of the Chairman and Senior Executive Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification of the Vice Chairman (Principal Executive Officer) Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-312.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.3 | | | | | | [Certification of the Chief Financial Officer (Principal Financial Officer) pursuant Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-313.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1* | | | | | | [Certification of the Chairman and Senior Executive pursuant Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.2* | | | | | | [Certification of the Vice Chairman (Principal Executive Officer) pursuant Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.3* | | | | | | [Certification of the Chief Financial Officer (Principal Financial Officer) pursuant Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000007/q42022ex-323.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-323.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.9 | | | | | | [First Amendment, dated as of April 12, 2023, to the Credit Agreement dated as of April 14, 2022, among Expedia Group, Inc. and certain of its Subsidiaries, as Borrowers, the Lenders thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1324424/000132442423000031/ex101-q12023.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 5/5/2023 | | |

| 97 | | | | | | [Expedia Group, Inc. Incentive Compensation Clawback Policy, dated September 13, 2023](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-97.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| 10.32* | | | | | | [Expedia, Inc. Stock Option Agreement for Dara Khosrowshahi, dated as of March 31, 2015 (Performance Options)](http://www.sec.gov/Archives/edgar/data/1324424/000119312515116295/d902302dex103.htm) | | | | | | | | | | | | 8-K | | | | | | 000-51447 | | | | | | 10.3 | | | | | | 4/1/2015 | | |

| 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 | | |

| 10.41* | | | | | | [Employment Agreement between Julie Whalen and Expedia, Inc., dated September 13, 2022](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000056/ex102jwagmt.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.2 | | | | | | 9/14/2022 | | |

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: 9, 2023.][added: 8, 2024.]

| [Consolidated Financial [removed: Statements](#i5e7b41eca611491d95629ef06db42e39_112)] [added: Statements](#icdcdbef4708042c391ac3d2b4829cc4d_115)] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i5e7b41eca611491d95629ef06db42e39_109)] [added: Firm](#icdcdbef4708042c391ac3d2b4829cc4d_112)] (PCAOB ID: 42) | | | [removed: [F-](#i5e7b41eca611491d95629ef06db42e39_109) [2](#i5e7b41eca611491d95629ef06db42e39_109)] [added: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_112) [2](#icdcdbef4708042c391ac3d2b4829cc4d_112)] | | |

| [Consolidated Statements of [removed: Operations](#i5e7b41eca611491d95629ef06db42e39_115)] [added: Operations](#icdcdbef4708042c391ac3d2b4829cc4d_118)] | | | [removed: [F-](#i5e7b41eca611491d95629ef06db42e39_115) [4](#i5e7b41eca611491d95629ef06db42e39_115)] [added: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_118) [4](#icdcdbef4708042c391ac3d2b4829cc4d_118)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i5e7b41eca611491d95629ef06db42e39_118)] [added: Income](#icdcdbef4708042c391ac3d2b4829cc4d_121)] | | | [removed: [F-](#i5e7b41eca611491d95629ef06db42e39_118) [5](#i5e7b41eca611491d95629ef06db42e39_118)] [added: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_121) [5](#icdcdbef4708042c391ac3d2b4829cc4d_121)] | | |

| [Consolidated Balance [removed: Sheets](#i5e7b41eca611491d95629ef06db42e39_121)] [added: Sheets](#icdcdbef4708042c391ac3d2b4829cc4d_124)] | | | [removed: [F-](#i5e7b41eca611491d95629ef06db42e39_121) [6](#i5e7b41eca611491d95629ef06db42e39_121)] [added: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_124) [6](#icdcdbef4708042c391ac3d2b4829cc4d_124)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i5e7b41eca611491d95629ef06db42e39_124)] [added: Equity](#icdcdbef4708042c391ac3d2b4829cc4d_127)] | | | [removed: [F-](#i5e7b41eca611491d95629ef06db42e39_124) [7](#i5e7b41eca611491d95629ef06db42e39_124)] [added: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_127) [7](#icdcdbef4708042c391ac3d2b4829cc4d_127)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5e7b41eca611491d95629ef06db42e39_127)] [added: Flows](#icdcdbef4708042c391ac3d2b4829cc4d_130)] | | | [removed: [F-](#i5e7b41eca611491d95629ef06db42e39_127) [9](#i5e7b41eca611491d95629ef06db42e39_127)] [added: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_130) [8](#icdcdbef4708042c391ac3d2b4829cc4d_130)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5e7b41eca611491d95629ef06db42e39_130)] [added: Statements](#icdcdbef4708042c391ac3d2b4829cc4d_133)] | | | [removed: [F-](#i5e7b41eca611491d95629ef06db42e39_130) [10](#i5e7b41eca611491d95629ef06db42e39_130)] [added: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_133) [9](#icdcdbef4708042c391ac3d2b4829cc4d_133)] | | |

We have audited the accompanying consolidated balance sheets of Expedia Group, Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 9, 2023] [added: 8, 2024] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] 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 [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | | | | As discussed in Note 2 of the financial statements, travelers enrolled in the [added: One Key,] Expedia Rewards and Hotels.com Rewards loyalty programs (collectively “loyalty programs”) earn [removed: reward points] [added: rewards] with each eligible booking made which can be redeemed for free or discounted future bookings. Member consideration is allocated between travel services and [removed: reward points] [added: rewards] earned in the loyalty programs. The Company defers the relative standalone selling price of earned [removed: reward points,] [added: rewards,] net of rewards not expected to be redeemed (known as “breakage”), as deferred loyalty rewards within deferred merchant bookings on the consolidated balance sheet. To estimate the relative standalone selling price for [removed: reward points,] [added: rewards,] the Company considers the stated redemption value per [removed: point] [added: reward] dictated by the terms of the loyalty programs and then estimates the future breakage of [removed: reward points] [added: rewards] based on statistical modeling techniques using historical member activity. The deferred loyalty rewards balance, net of amounts paid to the travel suppler, is recognized as revenue when the travel service purchased with the loyalty reward is satisfied. | | |

| | | | | | | Auditing the Company’s deferred loyalty rewards balance is especially complex and judgmental due to significant measurement uncertainty in determining the expected future breakage of [removed: reward points.] [added: rewards.] Management uses statistical modeling techniques to estimate future breakage based on historical member activity. The amount of member consideration allocated to the [removed: reward points] [added: rewards] earned is sensitive to the expected future breakage assumption. [removed: Changes] [added: The introduction of new programs, changes] in loyalty program terms or the [removed: method] [added: method,] or manner in which [removed: reward points] [added: rewards] can be redeemed by members can change member behavior which increases the measurement uncertainty as historical member activity may not be indicative of future behavior. | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenue | | | $ | [removed: 11,667] [added: 12,839] | | | | | $ | [removed: 8,598] [added: 11,667] | | | | | $ | [removed: 5,199] [added: 8,598] | |

| Cost of revenue (exclusive of depreciation and amortization shown separately below) (1) | | | [removed: 1,657] [added: 1,573] | | | | | | [removed: 1,522] [added: 1,657] | | | | | | [removed: 1,649] [added: 1,522] | | |

| Selling and marketing [removed: (1)] | | | [removed: 6,100] [added: 79] | | | | | | [removed: 4,221] [added: 67] | | | | | | [removed: 2,527] [added: 96] | | |

| Technology and content (1) | | | [removed: 1,181] [added: 1,358] | | | | | | [removed: 1,074] [added: 1,181] | | | | | | [removed: 1,068] [added: 1,074] | | |

| General and administrative (1) | | | [removed: 748] [added: 771] | | | | | | [removed: 705] [added: 748] | | | | | | [removed: 589] [added: 705] | | |

| Depreciation and amortization | | | [removed: 792] [added: 807] | | | | | | [removed: 814] [added: 792] | | | | | | [removed: 893] [added: 814] | | |

| Impairment of goodwill | | | [removed: —] [added: 297] | | | | | | [removed: 14] [added: —] | | | | | | [removed: 799] [added: 14] | | |

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

| Legal reserves, occupancy tax and other | | | [removed: 23] [added: 8] | | | | | | [removed: 1] [added: 23] | | | | | | [removed: (13)] [added: 1] | | |

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

| Operating income [removed: (loss)] | | | [removed: 1,085] [added: 1,033] | | | | | | [removed: 186] [added: 1,085] | | | | | | [removed: (2,719)] [added: 186] | | |

| Interest income | | | [removed: 60] [added: 207] | | | | | | [removed: 9] [added: 60] | | | | | | [removed: 18] [added: 9] | | |

| Interest expense | | | [removed: (277)] [added: (245)] | | | | | | [removed: (351)] [added: (277)] | | | | | | [removed: (360)] [added: (351)] | | |

| Gain (loss) on debt extinguishment, net | | | [removed: 49] [added: —] | | | | | | [removed: (280)] [added: 49] | | | | | | [removed: —] [added: (280)] | | |

| Gain [removed: (loss)] on sale of business, net | | | [removed: 6] [added: 25] | | | | | | [removed: 456] [added: 6] | | | | | | [removed: (13)] [added: 456] | | |

| Other, net | | | [removed: (385)] [added: (2)] | | | | | | [removed: (58)] [added: (385)] | | | | | | [removed: (77)] [added: (58)] | | |

| Total other expense, net | | | [removed: (547)] [added: (15)] | | | | | | [removed: (224)] [added: (547)] | | | | | | [removed: (432)] [added: (224)] | | |

| Income (loss) before income taxes | | | [removed: 538] [added: 1,018] | | | | | | [removed: (38)] [added: 538] | | | | | | [removed: (3,151)] [added: (38)] | | |

| Provision for income taxes | | | [removed: (195)] [added: (330)] | | | | | | [removed: 53] [added: (195)] | | | | | | [removed: 423] [added: 53] | | |

| Net income [removed: (loss)] | | | [removed: 343] [added: 688] | | | | | | [removed: 15] [added: 343] | | | | | | [removed: (2,728)] [added: 15] | | |

| Net (income) loss attributable to non-controlling interests | | | [removed: 9] [added: 109] | | | | | | [removed: (3)] [added: 9] | | | | | | [removed: 116] [added: (3)] | | |

| Net income [removed: (loss)] attributable to Expedia Group, Inc. | | | [removed: 352] [added: 797] | | | | | | [removed: 12] [added: 352] | | | | | | [removed: (2,612)] [added: 12] | | |

February 8, 2024

| /s/ MOINA BANERJEE | | | | | | Director | | |

| Moina Banerjee | | | | | | | | |

| /s/ ALEXANDR WANG | | | | | | Director | | |

| Alexandr Wang | | | | | | | | |

February 8, 2024

| Selling and marketing - indirect (1) | | | 756 | | | | | | 672 | | | | | | 722 | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 797 | | | | | | | | | | | | (109) | | | | | | 688 | | |

| Withholding taxes for stock options | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7) | | |

| Common stock repurchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,145,610 | | | | | | (2,031) | | | | | | | | | | | | | | | | | | | | | | | | (2,031) | | |

| Balance as of December 31, 2023 | | | | | | 282,148,576 | | | | | | $ | — | | | | | 12,799,999 | | | | | | $ | — | | | | | $ | 15,398 | | | | | 157,902,985 | | | | | | $ | (13,023) | | | | | $ | (632) | | | | | $ | (209) | | | | | $ | 1,252 | | | | | $ | 2,786 | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Net income | | | $ | 688 | | | | | $ | 343 | | | | | $ | 15 | |

loyalty rewards; stock-based compensation; accounting for derivative instruments and provisions for credit losses, customer refunds and chargebacks.

Vrbo also

One Key allows members to earn OneKeyCash, the currency of the One Key program, on eligible hotels, alternative accommodations, activities, packages, car rentals, fights and cruises made on the U.S. points of sale on Brand Expedia, Hotels.com and Vrbo.

At December 31, 2022, $961 million of deferred loyalty

| Cash and cash equivalents | | | $ | 4,225 | | | | | $ | 4,096 | |

| Restricted cash and cash equivalents | | | 1,436 | | | | | | 1,755 | | |

Our significant

If the tax position meets the more

remit such taxes.

The adoption of this new guidance had no impact on our consolidated financial statements.

In November 2023, the Financial Accounting Standards Board ("FASB") issued new guidance that modifies the disclosure and presentation requirements of reportable segments.

The new guidance requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit and loss.

In addition, the new guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements.

We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statement disclosures.

In December 2023, the FASB issued new guidance to improve its income tax disclosure requirements.

Under the new guidance, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate).

The new guidance is effective for public business entities for annual periods beginning after December 15, 2024.

We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statement disclosures.

| Cross-currency interest rate swaps | | | 8 | | | | | | — | | | | | | 8 | | | | | | | | |

| Total assets | | | $ | 859 | | | | | $ | 752 | | | | | $ | 107 | | | | | | | |

| Liabilities | | | | | | | | | | | | | | | | | | | | | | | |

| Derivatives: | | | | | | | | | | | | | | | | | | | | | | | |

Term deposits with original maturities of less than three months are classified as cash equivalents.

The gain recognized in interest expense was $5 million during the years ended December 31, 2023 and 2022.

In July 2023, GBTG simplified its organizational structure, and we exchanged our previously held GBT shares for an equal number of GBTG shares with no change to our ownership interest.

price.

As a result of this exchange, as of the third quarter of 2023, we reclassified our investment from Level 2 to a Level 1 asset.

| | | | | | | | | |

February 9, 2023

| /s/ SAMUEL ALTMAN | | | | | | Director | | |

| Samuel Altman | | | | | | | | |

| | | | | | |

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

| | | | | | | Deferred Tax Assets Valuation Allowance | | |

| *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, 2022, the Company recorded deferred tax assets of $1,343 million and a related valuation allowance of $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. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over Management’s review of the realizability of deferred tax assets. This included controls over management’s evaluation of the sources of future taxable income. We tested the assumptions used by the Company to develop the anticipated future earnings used in the Company’s analysis in determining the valuation allowance. We tested the completeness and accuracy of the underlying data used in the Company’s projections. For example, we evaluated the appropriateness of the assumptions underlying the future projected financial information, as well as management’s consideration of current operating, industry and economic trends. We also compared the projections of future taxable income with other forecasted financial information prepared by the Company. In addition, we evaluated the application of tax law in the projections of future taxable income. | | |

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

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

| | | | | | | Common stock | | | | | | | | | | | | Class B common stock | | | | | | | | | | | | Additional paid-in capital | | | | | | Treasury stock - Common and Class B | | | | | | | | | | | | Retained earnings (deficit) | | | | | | Accumulated other comprehensive income (loss) | | | | | | Non-redeemable non-controlling interest | | | | | | Total | | |

| | | | | | | Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2019 | | | | | | 256,691,777 | | | | | | $ | — | | | | | 12,799,999 | | | | | | $ | — | | | | | $ | 12,978 | | | | | 126,892,525 | | | | | | $ | (9,673) | | | | | $ | 879 | | | | | $ | (217) | | | | | $ | 1,569 | | | | | $ | 5,536 | |

| Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,612) | | | | | | | | | | | | (116) | | | | | | (2,728) | | |

| Payment of dividends to common stockholders (declared at $0.34 per share) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (48) | | | | | | | | | | | | | | | | | | (48) | | |

| Payment of preferred dividends (declared at $62.47 per share) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (75) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (75) | | |

| Common stock warrants, net of issuance costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 110 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 110 | | |

| Common stock repurchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,364,119 | | | | | | (370) | | | | | | | | | | | | | | | | | | | | | | | | (370) | | |

| Adjustment to the fair value of redeemable non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4 | | |

| Provision for credit losses and other, net | | | 23 | | | | | | 32 | | | | | | 135 | | |

| Deferred revenue | | | (2) | | | | | | (2) | | | | | | (142) | | |

| Revolving credit facility borrowings | | | — | | | | | | — | | | | | | 2,672 | | |

| Revolving credit facility repayments | | | — | | | | | | — | | | | | | (2,672) | | |

| Net proceeds from issuance of preferred stock and warrants | | | — | | | | | | — | | | | | | 1,132 | | |

COVID-19

The COVID-19 pandemic, and measures to contain the virus, had an unprecedented impact on the global travel industry and materially and negatively impacted our business, financial results and financial condition.

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.

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

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

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

rewards within deferred merchant bookings on the consolidated balance sheet.

card vs hotel collect), collection terms and historical or expected credit loss patterns.

reporting unit to the carrying value.

The fair value of the trivago reporting unit was based on trivago's stock price, a Level 1 input, adjusted for an estimated control premium.

for tax reporting purposes, as well as other relevant factors.

The notes were measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates were recorded in accumulated OCI within the foreign currency translation adjustment.

The Euro denominated net assets of these subsidiaries were translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI.

We translate assets and liabilities at the rates of

We amortize the fair value, net