Expedia Group (EXPE) 10-K risk factor changes: FY2024 vs FY2023

[removed: If any of the following] [added: The] risks [removed: occur, our business and/or financial performance] [added: described below] could [removed: be] materially [added: and] adversely [removed: affected.][added: affect our business, financial condition and results of operations.]

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

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

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

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

[removed: In addition to the impact of the COVID-19 pandemic and other potential pandemic or health-related events, we] [added: 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 [added: generate working capital, such as our agency hotel, and advertising businesses, and payment terms with suppliers.]

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

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

As of December 31, [removed: 2023,] [added: 2024,] 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.

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

[added: 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.

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

We expect that the cost of maintaining and enhancing our brands will continue to increase and [removed: given current economic uncertainty and unpredictability,] decisions we make on investing in brands could be less effective and costlier than expected.

Our efforts to preserve and enhance consumer awareness of our brands may not be successful, [removed: and,] [added: may have unintended negative impacts, or,] even if [removed: we are] successful [removed: in our branding efforts, such efforts] may not be cost-effective, or as efficient as they have been historically, resulting in less direct traffic and increased customer acquisition costs.

*Payments Regulations.* The [removed: processing and acceptance of] [added: end-to-end payments process—from accepting traveler payments through to paying suppliers—for] a variety of payment methods is subject to various laws, rules, regulations, legal interpretations, and regulatory guidance, including those governing cross-border and domestic money transmission and funds transfers; foreign exchange; payment services; and consumer protection.

If we [removed: were] [added: are] found to be in violation of applicable [added: payments] laws or regulations, we could be subject to [removed: additional requirements and] civil and criminal penalties, [added: additional restrictive and burdensome requirements,] or forced to cease [removed: providing] [added: or amend] certain [removed: services.][added: services we currently provide.]

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

[added: 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.

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

[removed: Leadership transitions] [added: In recent years, we have experienced a number of leadership transitions, which] 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.

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

[removed: This creates risk] in a number of areas, including with respect to our bank deposits and investments, foreign exchange risk management, insurance coverages, letters of credit, and for certain of our transactions, the receipt and holding of traveler payments and subsequent remittance of a portion of those payments to travel suppliers.

As it relates to deposits, as of December 31, [removed: 2023,] [added: 2024,] we held cash in bank depository accounts of approximately [removed: $4.0] [added: $3.8] billion and money market funds [added: and term deposits] of approximately [removed: $168] [added: $192] million.

Additionally, majority-owned subsidiaries held cash of approximately [removed: $42] [added: $68] million and held term deposits of approximately [removed: $99] [added: $84] million.

As it relates to foreign exchange, as of December 31, [removed: 2023,] [added: 2024,] we were party to forward contracts with a notional value of approximately [removed: $3.7] [added: $3.9] billion, the fair value of which was a net liability of approximately [removed: $9] [added: $2] million.

We [added: therefore] face exposure to movements in currency exchange rates (particularly those related to the Euro, British pound, [removed: Canadian dollar,] [added: Japanese yen,] Australian dollar, Brazilian [removed: real,] [added: real] and [removed: Japanese Yen currencies) that revalue] [added: Canadian dollar currencies), which may negatively impact the value of] our cash flows, monetary assets and [removed: liabilities, and translate our foreign subsidiary financial results to U.S. dollars.][added: liabilities.]

Our alternative accommodations business is subject to [removed: legal and] regulatory [added: and legal] risks, which could have a material adverse effect on our operations and financial results.

Our alternative accommodations business has been, and continues to be, subject to [added: risks relating to] regulatory developments that affect the alternative accommodation industry and the ability of companies like us to list those alternative accommodations online.

For example, certain domestic and foreign jurisdictions have adopted or are considering statutes or ordinances that [added: (i)] prohibit or limit the ability of property owners and managers to rent certain properties for fewer than [removed: 30] [added: thirty] consecutive days, [removed: including laws that] [added: (ii)] place [removed: many difficult] [added: onerous] obligations on property owners [removed: that must be complied with] [added: wishing] to offer their properties, [removed: or that] [added: (iii)] regulate platforms’ ability to list alternative accommodations, including prohibiting the listing of unlicensed [removed: properties.][added: properties, or (iv) limit the number of alternative accommodations permitted in a particular area, which may be more likely in areas experiencing housing shortages, in response to perceived safety concerns, or as a result of natural disasters such as wildfires.]

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 [added: accommodation industry, which creates a risk of those laws being interpreted in ways not originally intended that could burden property owners and managers or otherwise harm our business.]

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

These new and evolving regulatory schemes may decrease listings available on our sites and add significant compliance risks to our business, including the risk of fines for noncompliance, as well as substantial internal costs and the allocation of [removed: resources to develop new internal compliance systems and processes.]

These [added: compliance] obligations include gathering information about property owners, verification of registration status of properties and the ongoing provision of information to [removed: governments about] [added: governments—both domestic and foreign—about] short-term rental owners and operators and requirements to withhold and report taxable income to [removed: governments.][added: such governments, which may deter property owners from renting their properties on an alternative accommodation platform.]

We may also remove properties from our websites if alternative accommodation owners or operators do not provide information we require to comply with applicable [removed: regulations.][added: regulations, or at the request of governments.]

We are not in a position to eliminate risks such as personal injury, property damage or other harm, at alternative accommodation properties [added: listed on our platform] and we generally do not verify [added: traveler identity or property] safety, such as fire code compliance or the presence of carbon monoxide detectors, which [removed: could result] [added: has resulted] in claims of liability based on events occurring at properties listed on our platforms.

A failure to comply with current laws, [removed: rules] [added: rules,] and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations or business growth.

These [added: and other] new laws and regulations [removed: may] [added: maybe costly and time consuming to implement, and] significantly impact the profitability or competitiveness of our business.

Also, compliance with the European Economic Community (“EEC”) Council Directive on Package Travel, Package Holidays and Package Tours [removed: could be] [added: is] costly and complex and could adversely impact our ability to offer certain packages in the EEC.

We also have been subject, and we will likely be subject in the future, to inquiries or legal proceedings from time to time from regulatory bodies concerning compliance with economic sanctions, consumer protection, competition, tax, payments and travel industry-specific laws and regulations, including but not limited to investigations and legal proceedings relating to the travel industry and, in particular, parity provisions in contracts between hotels and online travel companies, including Expedia [removed: Group, and the presentation of information to consumers, as described in Part I.]

Application of existing tax laws, [removed: rules] [added: rules,] or regulations are subject to interpretation by taxing authorities.

We could also be affected by additional risks that apply to all companies operating in the U.S. and globally, as well as other risks that are not presently known to us or that we currently consider to be immaterial.

These Risk Factors should be carefully reviewed in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in [](#ifea5c6e53cd74958b7cd19a92a212671_46)[Item 7](#ifea5c6e53cd74958b7cd19a92a212671_46) and our consolidated financial statements and related notes in [Item 8](#ifea5c6e53cd74958b7cd19a92a212671_136) of this Report.

In addition, technological developments in generative artificial intelligence ("AI") tools may be increasingly used to create competing offerings such as AI powered digital assistants, which may further increase competition.

In addition, our competitors are also increasingly expanding the range of travel services they offer, thereby further intensifying the competitive environment, with Airbnb looking to expand into tours, activities, hotel and flight bookings, and Booking.com expanding its flight booking services.

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

| • | | | extreme weather or natural disasters, including hurricanes, fires, floods, and droughts (the impacts and frequency of which could be further exacerbated by climate change) and resultant damage, including property destruction and prolonged loss of utilities; | | |

For example, during 2024, Hurricanes Helene and Milton negatively impacted our financial results for the third and fourth fiscal quarters, respectively.

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

reduce the amount of traffic to our websites or those of our affiliates.

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This creates risk

As it relates to investments, as of December 31, 2024, we held U.S. treasury securities, U.S. agency securities, corporate debt securities, term deposits, commercial paper, foreign debt instruments, and asset-backed securities, all investment grade, in short-term and long-term investments totaling $502 million.

We are a global company with transactions denominated in a variety of currencies and the reporting currency for our consolidated financial statements is the U.S. dollar.

Other factors that may limit homeowners’ ability to rent their properties include condominium and neighborhood association rules that prohibit or restrict short-term rentals and challenges obtaining insurance and liability for personal injury.

resources to develop new internal compliance systems and processes.

Incidents involving the safety of guests, property owners, or other members of the public, or concerns about the security or quality of listings, could create a negative public perception of our platform, which would adversely impact our ability to attract hosts and guests.

Our global operations are subject to complex and changing laws and regulations.

Recent examples of new website display laws or regulations include, (i) in the United States, the Federal Trade Commission and the states of California and Minnesota introducing, and Congress and other states considering, laws or regulations that require us to include all fees in the prices displayed for accommodations on our websites, and (ii) in Europe, the EU Digital Services Act and Council Directive (known as DAC7) requires us to display a variety of supplier-related information, including local license numbers, tax identification numbers, business registration numbers, or statements regarding compliance with local laws.

Group, and the presentation of information to consumers, as described in Part I.

Recent examples include:

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| • | | | *AI:* 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. | | |

future.

attractiveness as a service provider, investment, or business partner, or expose us to government enforcement actions, private litigation, and actions by stockholders or stakeholders.

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You should carefully consider each of the following risks and uncertainties associated with our company and the ownership of our securities.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business and/or financial performance.

Our OTA competitors are increasingly expanding the range of travel services they offer and the global OTA segment continues to consolidate, with certain competitors merging or forming strategic partnerships.

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

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

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

Search engines

fees and assessments on to us, which could significantly increase our costs and thereby adversely affect our financial performance.

Certain

Other domestic and foreign jurisdictions may introduce similar regulations.

Many homeowners, condominium and neighborhood associations have adopted rules that prohibit or restrict short-term rentals.

accommodation industry, which creates a risk of those laws being interpreted in ways not originally intended that could burden property owners and managers or otherwise harm our business.

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

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.

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

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

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

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.

Our amended and restated certificate of incorporation provides that no officer or director of Expedia Group who is also an officer or director of IAC will be liable to Expedia Group or its stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to IAC instead of Expedia Group, or does not communicate information regarding a corporate opportunity to Expedia Group because the officer or director has directed the corporate opportunity to IAC.

This corporate opportunity provision may have the effect of exacerbating the risk of conflicts of interest between the companies because the provision effectively shields an overlapping director/executive officer from liability for breach of fiduciary duty in the event that such director or officer chooses to direct a corporate opportunity to IAC instead of Expedia Group.

This section of this Form 10-K generally discusses the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year over year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of the year ended December 31, [removed: 2021] [added: 2022] items and the year over year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022.][added: 2023.]

[removed: 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.

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

Despite these factors, we have witnessed a healthy [removed: recovery of] [added: but more normalized] travel [removed: demand, which remains strong and is attributable to factors including pent-up] demand [removed: from the COVID-19 pandemic, and] [added: environment in 2024, as] consumers [removed: prioritizing] [added: continue to prioritize] spend on travel and experiences over other discretionary spending.

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

As a percentage of our total worldwide revenue in [removed: 2023,] [added: 2024,] lodging accounted for 80%.

Room nights booked grew [removed: 12%] [added: 9%] in [removed: 2023,] [added: 2024,] as compared to a growth of [removed: 26%] [added: 12%] in [removed: 2022] [added: 2023] and [removed: 71%] [added: 26%] in [removed: 2021.][added: 2022.]

ADRs for rooms booked for Expedia Group increased [removed: 28% in 2021, increased] 3% in [removed: 2022 and] [added: 2022,] decreased 2% in [removed: 2023.][added: 2023 and decreased 1% in 2024.]

[removed: Over the last couple of years,] [added: While trends are normalizing,] our lodging business [removed: saw] [added: has seen] a significant increase in ADRs compared to pre-pandemic levels, which were driven by broader industry trends, a mix shift to Vrbo and high ADR geographies.

[removed: It also] [added: Vrbo primarily offers a pay-per-booking service model and] generates revenue from a traveler service fee for bookings, as well as insurance products.

[removed: Despite] [added: For] the [removed: return of capacity in 2023,] [added: full year 2024,] U.S. domestic airfares [removed: remained roughly flat] [added: were up approximately 1%] year-over-year and up approximately [removed: 10%] [added: 11%] compared to 2019 levels, according to Airlines Report Corporation ("ARC") data.

Our air bookings [removed: improved] [added: grew] in [removed: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023] but continued to lag the growth in our lodging business.

In the future, we could encounter pressure on air remuneration as air carriers combine, [added: more air carriers shift to our "direct connect" technology,] certain supply agreements renew, and as we continue to add airlines to ensure local coverage in new markets.

Booked air tickets increased [removed: 4%] [added: 6%] in [removed: 2023, 8%] [added: 2024, 4%] in [removed: 2022] [added: 2023] and [removed: 43%] [added: 8%] in [removed: 2021.][added: 2022.]

As a percentage of our total worldwide revenue in [removed: 2023,] [added: 2024,] air accounted for 3%.

In [removed: 2023,] [added: 2024,] we generated [removed: $821] [added: $954] million of advertising and media revenue, a [removed: 6%] [added: 16%] increase from [removed: 2022,] [added: 2023,] representing [removed: 6%] [added: 7%] of our total worldwide revenue.

In 2023, the company [removed: adopted] [added: adapted] its marketing strategy and launched a new logo and visual identity, part of a push to rejuvenate its [added: brand, demonstrate the relevance of its offerings and drive long-term growth.]

The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to [removed: booking volumes, and the more stable nature of our fixed costs.]

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

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

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

In order to estimate the standalone selling price of the underlying services on which awards can be redeemed for all loyalty programs, we use an adjusted market assessment approach [added: 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 [removed: 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 [removed: 2023,] [added: 2023 as well as additional assessment during the third quarter of 2024,] we recognized a $15 million [added: and $33 million] impairment [removed: charge] [added: charges] related to [added: trivago's] indefinite-lived trade name.

During the fourth [removed: quarter] [added: quarters] of [removed: 2023,] [added: 2023 and 2024,] we also recognized intangible impairment charges of $114 million [added: for both periods] related to indefinite-lived trade names within our B2C segment.

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 [added: methodologies, which would typically include an estimate of discounted cash flows.]

For additional information on our goodwill and intangible asset impairments recorded in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] see NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements.

Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the [added: financial statement] carrying amounts [added: and the tax bases] of assets and [removed: liabilities for book and tax purposes.][added: liabilities.]

[removed: Accordingly, we determine the deferred] [added: Deferred] tax [removed: asset or liability] [added: assets and liabilities] for each temporary difference [added: are recorded] based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense.

We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including [removed: our] recent earnings [removed: experience] by jurisdiction, expectations of future taxable income, [removed: and] the [removed: carryforward periods available to us for] tax [removed: reporting purposes,] [added: attribute carryforward periods,] as well as other relevant factors.

We may [removed: establish] [added: record] a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized.

Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we [added: must] make certain judgments and estimates.

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

[added: 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.

[removed: We will continue to monitor] the issue closely and provide additional disclosure, as well as adjust the level of reserves, as developments warrant.

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

We have established a reserve for the potential settlement of issues related to hotel occupancy and other tax litigation, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of [removed: $46] [added: $3] million as of December 31, [removed: 2023] [added: 2024] and [removed: $44] [added: $46] million as of December 31, [removed: 2022.][added: 2023.]

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

*Other Jurisdictions.* We are also in various stages of inquiry or audit with various tax authorities, some of [removed: which, including the City of Los Angeles regarding hotel occupancy taxes,] [added: which] may impose a pay-to-play requirement to challenge an adverse inquiry or audit result in court.

In 2023, the overall reopening of the

As of December 31, 2024, our global lodging marketplace has over 3.5 million total lodging properties available.

Our Vrbo brand has over 2.5 million online bookable alternative accommodations listings.

Our other brands have over 1 million hotels and alternative accommodations.

In early 2024, U.S. domestic air capacity exceeded demand, putting pressure on domestic airfares, but this rationalized by September with domestic fares inflecting back to growth.

In 2024, we generated $639 million of advertising revenue from Expedia Group Media Solutions, a 32% increase from 2023.

In 2024, we generated $315 million of third-party revenue from trivago, a 7% decrease from 2023.

booking volumes, and the more stable nature of our fixed costs.

indicators existed to require us to perform an interim impairment assessment.

We will continue to monitor

including taxes, fees and other charges, and are reduced for cancellations and refunds.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

| Total revenue | | | $ | 13,691 | | | | | $ | 12,839 | | | | | $ | 11,667 | | | | | 7 | | % | | | | 10 | | % |

All other revenue, which includes car rental, insurance, cruise and activities, remained relatively consistent in 2024 as compared to 2023.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

| Total revenue | | | $ | 13,691 | | | | | $ | 12,839 | | | | | $ | 11,667 | | | | | 7 | | % | | | | 10 | | % |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

Cost of revenue decreased $130 million during 2024 compared to 2023, primarily due to lower costs from ongoing initiatives to drive transactional efficiencies.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

Selling and marketing - indirect costs increased during 2024 compared to 2023, primarily driven by an increase in average salaries and headcount.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

Technology and content expense decreased $44 million for 2024 compared to 2023 primarily due to lower personnel costs in connection with previously announced cost saving initiatives, partially offset by higher stock-based compensation.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

General and administrative expense increased $34 million in 2024 compared to 2023 due to higher stock-based compensation of $21 million, including the acceleration of stock-compensation expense related to the current year departure of our Vice Chairman, as well as an increase in professional fees.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

Depreciation increased $33 million in 2024 compared to 2023, primarily as a result of increased depreciation related to capitalized website development costs.

Amortization of intangible assets remained consistent in 2024 compared to 2023.

During 2024, we recognized intangible impairment charges of $147 million related to indefinite-lived trade names within our B2C and trivago segments.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

Legal reserves, occupancy tax and other for the year ended December 31, 2024 primarily included a $107 million charge related to an Italian VAT settlement reserve, a $30 million charge related to digital service taxes for fiscal years 2022 and 2023 retroactively enacted by Canada in June 2024, and our donation of $20 million as part of a public-private partnership project to revitalize public parks along the Elliot Bay waterfront in Seattle.

These charges were partially offset by net reductions to our reserve of $43 million related to hotel occupancy and other taxes due to the favorable resolution of two tax related cases.

In February 2024, we committed to restructuring actions to recalibrate resources as most of the Company’s organizational and technological transformation is now completed, which have resulted in headcount reductions.

As a result, we recognized $80 million in restructuring and related reorganization charges during 2024, which were predominately related to employee severance, stock-based compensation and benefits costs.

Based on current plans which are subject to change, we expect reorganization charges could continue under our previously announced $80 million to $100 million plan into 2025.

These costs could be higher or lower should we make additional decisions in future periods that impact our reorganization efforts.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

Our B2C segment Adjusted EBITDA increased in 2024 compared to 2023 as a result of revenue growth as well as cost efficiencies in cost of revenue and lower technology expenses, partially offset by an increase in direct marketing spend as we reinvested back into Vrbo and our international markets to drive improving growth and market expansion.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs 2023 | | | | | | 2023 vs 2022 | | |

Interest expense remained consistent in 2024 compared to 2023.

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

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

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

Vrbo offers hosts subscription-based listing or pay-per-booking service models.

Similar to the rest of travel, the airlines experienced a surge in pent-up demand when COVID-19 restrictions were lifted, however they continued to operate at reduced capacity due to staffing shortages and supply chain disruptions.

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

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

and consider the redemption values expected from the traveler.

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

We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting.

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

In addition, through its sale in November 2021, our B2B segment included Egencia, a full-service travel management company that provided travel services to businesses and their corporate customers.

All other revenue, which includes car rental, insurance, cruise and fee revenue related to our corporate travel business (through Egencia's sale in November 2021), decreased 17% in 2023 from a decrease in travel insurance with lower attach rates as consumers’ appetite for insurance normalizes and lower car rental revenue driven by lower rates as a result of increased industry supply.

Cost of revenue decreased $84 million during 2023 compared to 2022, primarily due to lower costs associated with our direct customer service costs and other operations, partially offset by higher cloud costs and customer service personnel costs primarily as a result of increased transaction volumes.

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

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

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.

In addition, licensing and maintenance costs increased $28 million year over year.

General and administrative expense increased slightly in 2023 compared to 2022 as higher average headcount as well as compensation increases were partially offset by lower professional fees.

Depreciation increased $44 million in 2023 compared to 2022.

Amortization of intangible assets decreased $29 million in 2023 compared to 2022 primarily due to the completion of amortization in the fourth quarter of 2022 related to certain intangible assets.

During 2021, we recognized a goodwill impairment charge of $14 million and intangible and other long-term asset impairment charges of $6 million related to our B2B segment.

In 2020, we committed to restructuring actions intended to simplify our businesses and improve operational efficiencies, which resulted in headcount reductions and office consolidations.

As a result, we recognized $55 million in restructuring and related reorganization charges during 2021.

We did not recognize any such costs in 2023 and 2022, but we continue to actively evaluate additional cost reduction efforts and should we make decisions in future periods to take further actions we may incur additional reorganization charges.

(1) Includes operating results of Egencia through its sale in November 2021.

Our B2B segment experienced an improvement in Adjusted EBITDA in 2023 compared to 2022 primarily as a result of strong revenue growth.

Interest expense decreased in 2023 compared to 2022, as a result of lower average senior notes outstanding in the current year.

During 2022, we settled a tender offer to purchase $500 million in aggregate principal of our 2.95% senior unsecured notes, which resulted in the recognition of a net gain on debt extinguishment of $73 million.

In addition, as a result of the early redemption of the 3.6% and 4.5% senior unsecured notes in 2022, we recognized a loss on debt extinguishment of $24 million, which primarily included the payment of early payment premiums as well as the write-off of unamortized discount and debt issuance costs.

During 2023, we recognized $25 million in gains related to sales of businesses in prior years.

In 2022, we recognized an immaterial gain of $6 million primarily related to the sale of Egencia in the prior year.

| Other | | | — | | | | | | — | | | | | | 19 | | |

Our effective tax rate for 2022 was higher than the 21% U.S. federal statutory income tax rate due to valuation allowances on minority investments and nondeductible compensation, partially offset by research and experimentation credits.

We do not agree with the position of the IRS.

We have formally filed a protest for our 2011 to 2013 tax years and the case is currently in Appeals.

During the third quarter of 2023, the IRS issued final adjustments related to transfer pricing with our foreign subsidiaries for our 2014 to 2016 tax years.

We do not agree with the position of the IRS and intend to formally file a protest.

We believe it is reasonably possible that the audit of the 2011 to 2013 tax years will conclude within the next 12 months.

The Company is monitoring legislative developments and continuing to evaluate the potential impact of Pillar Two on our consolidated financial statements.

As of both December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the outstanding aggregate principal amount of our debt was $6.3 billion.

The total estimated fair value of our Senior Notes and Convertible Notes was approximately $6.1 billion [removed: and $5.8 billion] as of [added: both] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022, respectively.][added: 2023.]

A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our debt by approximately [removed: $100] [added: $70] million.

We had no revolving credit facilities borrowings outstanding as of both December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had [removed: a] net forward [removed: liability] [added: liabilities] of [added: $2 million and] $9 million recorded in accrued expenses and other current [removed: liabilities and net forward asset of $15 million included in prepaid expenses and other current assets.][added: liabilities.]

[removed: Our goal in managing our foreign] exchange risk is to reduce to the extent practicable our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position.

The fair value of the cross-currency interest rate swaps was [removed: an $8] [added: a $25] million asset as of December 31, [removed: 2023] [added: 2024] and a [removed: $21] [added: $8] million asset as of December 31, [removed: 2022,] [added: 2023,] 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: $44] [added: $43] 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: 2023.][added: 2024.]

During [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] we recorded net foreign exchange rate losses of approximately [added: $66 million ($70 million loss excluding the contracts economically hedging our forecasted merchant revenue), net foreign exchange rate losses of approximately] $85 million ($65 million loss excluding the contracts economically hedging our forecasted merchant [removed: revenue),] [added: revenue) and] net foreign exchange rate losses of [added: approximately $40 million ($37 million loss excluding the contracts economically hedging our forecasted merchant revenue), respectively.]

We recorded net gains (losses) of [removed: $16] [added: $289] million, [removed: $(345)] [added: $16] million, and [removed: $(29)] [added: $(345)] million related to these investments for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively (See NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements for further information).

The fair values of our investments in equity securities of publicly-traded companies (combined with our investments in which we’ve elected the fair value option) and minority investments without readily determinable fair values, were [removed: $584] [added: $895] million and [removed: $330] [added: $293] million, respectively, at December 31, [removed: 2023,] [added: 2024,] and [removed: $564] [added: $584] million and $330 million, respectively, at December 31, [removed: 2022.][added: 2023.]

A hypothetical 10% decrease in the fair values at December 31, [removed: 2023] [added: 2024] 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: $91] [added: $119] million, being recognized within other, net in our consolidated statements of operations.

Our goal in managing our foreign

approximately $40 million ($37 million loss excluding the contracts economically hedging our forecasted merchant revenue) and net foreign exchange rate losses of approximately $48 million ($37 million loss excluding the contracts economically hedging our forecasted merchant revenue).

At the end of [removed: 2023,] [added: 2024,] we had over [removed: 3] [added: 3.5] million lodging properties available, including over [removed: 2] [added: 2.5] million online bookable alternative accommodations listings through Vrbo, over [removed: 940,000] [added: 1 million] hotels and alternative accommodations through our other brands, over 500 airlines, packages, rental cars, cruises, insurance, as well as activities and experiences.

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

Phocuswright estimates global travel spending, inclusive of alternative accommodations and tours and activities, at approximately [removed: $2] [added: $2.2] trillion in [removed: 2024.][added: 2025.]

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

We also launched One Key in the United [removed: States,] [added: States and United Kingdom,] 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.

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

- *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 [added: bookings.]

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

For the year ended December 31, [removed: 2023,] [added: 2024,] we had total revenue of [removed: $12.8] [added: $13.7] billion, with merchant, agency and advertising, media and other accounting for 69%, [removed: 24%,] [added: 23%,] and [removed: 7%] [added: 8%] of total revenue, respectively.

[removed: Most] [added: More] recently, we unified our existing loyalty programs into one global rewards platform called One Key spanning [removed: all] our [removed: major] [added: core consumer] brands, which launched in the United States in [removed: July] 2023 [removed: with additional markets to follow.][added: and United Kingdom in 2024.]

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 [added: overall marketing transaction and customer service costs.]

[removed: Our “direct connect” technology allows suppliers to upload information about available products and services and] rates directly from their central reservation systems and dynamically manage reservations and traveler needs through our messaging and chat platforms.

For example, we rely heavily upon our intellectual property and proprietary information in our content, brands, domain names and website [removed: URLs, software code, proprietary technology, ratings indexes, informational databases, images, graphics and other components that support and make up our services.][added: URLs.]

We maintain our trademark portfolio by filing trademark applications [removed: with] [added: in the United States and multiple foreign jurisdictions, including] national trademark offices, maintaining appropriate registrations, securing contractual trademark rights when appropriate, and relying on common law trademark rights when appropriate.

We continue to devote resources to seek patent protection for Expedia Group’s [removed: innovations.][added: innovations in the United States and multiple foreign jurisdictions.]

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

As of December 31, [removed: 2023,] [added: 2024,] we have a team of [removed: 17,100] [added: 16,500] employees across [removed: more than] [added: nearly] 50 countries focused on using our extensive data and technology to create amazing travel experiences.

As of December 31, [removed: 2023,] [added: 2024,] approximately one half of our people work in technology roles.

To that end, we offer competitive compensation, talent development and training opportunities and differentiated benefits, including healthcare and retirement programs, a wellness and travel allowance, an employee assistance program, financial education tools, a global resource for diverse maternity and family building advice, an employee stock purchase program, time-off programs, volunteer days off, a transportation program, [removed: onsite medical care] and travel [removed: discounts, among others.][added: discounts.]

As of December 31, [removed: 2023,] [added: 2024,] there were approximately [removed: 131.5] [added: 123.3] million shares of Expedia Group common stock and approximately 5.5 million shares of Expedia Class B common stock outstanding.

[removed: As of December 31, 2023, Mr. Diller and The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the “Family] Foundation”), on whose board of directors Mr. Diller and certain of his family members serve as directors, collectively owned 100% (5.5 million shares) of Expedia Group’s outstanding Class B common stock (and, assuming conversion of all shares of Class B common stock into shares of common stock, collectively owned approximately 4% of Expedia Group’s outstanding common stock), representing approximately [removed: 30%] [added: 31%] of the total voting power of all shares of Expedia Group common stock and Class B common stock outstanding.

In 2024, we rolled out One Key in the United Kingdom but decided to pause the further rollout of One Key to other international markets.

We also introduced general managers to lead each of our core consumer brands in order to highlight each brand’s distinct value proposition and improve accountability, while also leveraging the scale and efficiency of our unified tech platform.

With greatly improved product driven by the latest in machine learning and artificial intelligence capabilities, we believe we will continue to drive greater retention, repeat and direct business.

In 2024, we accelerated our investments in global market expansion beyond our core markets.

branded ecommerce template solutions; or a powerful agent booking tool, Expedia Travel Affiliate Agent Program ("TAAP").

Going forward, we expect to continue to cement our leadership in the B2B segment as our B2B business also benefits from all the work we have done in product and technology for our B2C brands.

We record revenue on air transactions when the traveler books the transaction, as we do

In aggregate, we put the majority of our marketing efforts towards our three core consumer brands: Expedia, Hotels.com and Vrbo.

Our “direct connect” technology allows suppliers to upload information about available products and services and

We also invest in and protect our core software code, proprietary technology, ratings indexes, informational databases, images, graphics and

other components that support and make up our services.

Nineteen other U.S. states

We continuously evolve our benefits to meet changing employee needs, with recent enhancements focusing on mental and emotional health services, expanded telehealth options, wellness education, and family support services, all accessible through streamlined digital platforms.

As of December 31, 2024, Mr. Diller and The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the “Family

We also shifted to a unified brand strategy within our B2C business where we have a combined team making decisions across all our brands.

These changes

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

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

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

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

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

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

We are nearing the end of a multi-year project to migrate our products, data storage and functionality to public cloud computing services.

bookings.

overall marketing transaction and customer service costs.

Additionally, we adopted a hybrid work model for most of our offices in 2022, designed to make the most of the productivity and collaborative energy that comes from working together in our offices while preserving the convenience and flexibility of working from home.

In parallel, we augmented our benefits programs to support employees with the transition to this hybrid work model, including expanding the scope of our travel and wellness allowance to include home office expenses and a broader range of mental and emotional health services; offering new telehealth, wellness education, and family support services; and making existing resources and services easier to access via online channels.

*Code of Ethics.* We have adopted a Code of Business Conduct and Ethics for Directors and Senior Financial Officers (the “Code of Ethics”) that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and

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

The Code of Ethics is posted on our corporate website at www.expediagroup.com/Investors under the “Corporate Governance” tab.

If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer and Controller, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K filed with the SEC.

The United States Ninth Circuit Court of Appeals held argument on the appeal on December 8, 2024.

On December 23, 2024, the Court of Appeals affirmed the district court’s ruling.

On January 14, 2025, the Court of Appeals issued the mandate terminating its review, thereby ending the matter.

On October 31, 2024, the court granted defendants’ motion for summary judgment in the *Trinidad* matter, plaintiff appealed to the Eleventh Circuit and that appeal is pending.

The *Echeverria* matter is set for trial beginning March 24, 2025 in the U.S. District Court for the Southern District of Florida.

The *CSL* matter remains pending in the District of Delaware.

On October 22, 2024, the court issued an opinion affirming the trial court's dismissal of all claims against Homeaway UK.

On December 16, 2024, Paris City Hall filed an appeal with the French Supreme Court, which remains pending.

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

In February 2018, the trial court granted plaintiffs’ motion for summary judgment and denied defendants’ motion for summary judgment on the issue of tax liability.

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.

That appeal remains pending.

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

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

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

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.

*Arizona Cities Litigation.* Tax assessments were issued in 2013 by 12 Arizona cities against a group of online travel companies including Expedia, Hotels.com, Hotwire and Orbitz.

The online travel companies protested and petitioned for redetermination of the assessments.

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

The cities appealed to the Arizona Tax Court, which granted the cities' motion for summary judgment in part and denied it in part in April 2016.

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

The parties filed cross motions for summary judgment on damages issues in 2020.

On December 17, 2021, the Tax Court granted the parties’ motions in part and denied the parties’ motions in part.

On January 3, 2022, plaintiffs filed a motion to reconsider a portion of the December 17, 2021 ruling, which the Tax Court granted on March 1, 2022.

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

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

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

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.

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

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

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

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

Trial in the case began on April 5 and concluded on April 13, 2022.

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

The plaintiffs 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.

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

The plaintiff generally alleges that Hotels.com violated Israeli consumer protection laws in various ways by failing to calculate and display VAT charges in pricing displays shown to Israeli consumers.

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

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

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

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

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.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s common equity held by non-affiliates was approximately [removed: $15,117,457,000.][added: $15,649,026,000.]

| Class | | | | | | Outstanding Shares at January [removed: 26, 2024] [added: 24, 2025] were approximately, | | | | | |

| Common stock, $0.0001 par value per share | | | | | | [removed: 130,765,007] [added: 123,333,622] | | | shares | | |

| Portions of the registrant's definitive Proxy Statement relating to its [removed: 2024] [added: 2025] 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: 2023][added: 2024]

| Item 1 | | | [removed: [Business](#icdcdbef4708042c391ac3d2b4829cc4d_13)] [added: [Business](#ifea5c6e53cd74958b7cd19a92a212671_13)] | | | [removed: [1](#icdcdbef4708042c391ac3d2b4829cc4d_13)] [added: [1](#ifea5c6e53cd74958b7cd19a92a212671_13)] | | |

| Item 1A | | | [Risk [removed: Factors](#icdcdbef4708042c391ac3d2b4829cc4d_19)] [added: Factors](#ifea5c6e53cd74958b7cd19a92a212671_19)] | | | [removed: [9](#icdcdbef4708042c391ac3d2b4829cc4d_19)] [added: [8](#ifea5c6e53cd74958b7cd19a92a212671_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#icdcdbef4708042c391ac3d2b4829cc4d_22)] [added: Comments](#ifea5c6e53cd74958b7cd19a92a212671_22)] | | | [removed: [24](#icdcdbef4708042c391ac3d2b4829cc4d_22)] [added: [23](#ifea5c6e53cd74958b7cd19a92a212671_22)] | | |

| Item 1C | | | [removed: [Cybersecurity](#icdcdbef4708042c391ac3d2b4829cc4d_1806)] [added: [Cybersecurity](#ifea5c6e53cd74958b7cd19a92a212671_25)] | | | [removed: [24](#icdcdbef4708042c391ac3d2b4829cc4d_1806)] [added: [24](#ifea5c6e53cd74958b7cd19a92a212671_25)] | | |

| Item 2 | | | [removed: [Properties](#icdcdbef4708042c391ac3d2b4829cc4d_25)] [added: [Properties](#ifea5c6e53cd74958b7cd19a92a212671_28)] | | | [removed: [25](#icdcdbef4708042c391ac3d2b4829cc4d_25)] [added: [25](#ifea5c6e53cd74958b7cd19a92a212671_28)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#icdcdbef4708042c391ac3d2b4829cc4d_28)] [added: Proceedings](#ifea5c6e53cd74958b7cd19a92a212671_31)] | | | [removed: [26](#icdcdbef4708042c391ac3d2b4829cc4d_28)] [added: [26](#ifea5c6e53cd74958b7cd19a92a212671_31)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#icdcdbef4708042c391ac3d2b4829cc4d_31)] [added: Disclosures](#ifea5c6e53cd74958b7cd19a92a212671_34)] | | | [removed: [28](#icdcdbef4708042c391ac3d2b4829cc4d_31)] [added: [27](#ifea5c6e53cd74958b7cd19a92a212671_34)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#icdcdbef4708042c391ac3d2b4829cc4d_37)] [added: Securities](#ifea5c6e53cd74958b7cd19a92a212671_40)] | | | [removed: [28](#icdcdbef4708042c391ac3d2b4829cc4d_37)] [added: [28](#ifea5c6e53cd74958b7cd19a92a212671_40)] | | |

| Item 6 | | | [removed: [Reserved](#icdcdbef4708042c391ac3d2b4829cc4d_40)] [added: [Reserved](#ifea5c6e53cd74958b7cd19a92a212671_43)] | | | [removed: [30](#icdcdbef4708042c391ac3d2b4829cc4d_40)] [added: [29](#ifea5c6e53cd74958b7cd19a92a212671_43)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#icdcdbef4708042c391ac3d2b4829cc4d_43)] [added: Operations](#ifea5c6e53cd74958b7cd19a92a212671_46)] | | | [removed: [30](#icdcdbef4708042c391ac3d2b4829cc4d_43)] [added: [29](#ifea5c6e53cd74958b7cd19a92a212671_46)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#icdcdbef4708042c391ac3d2b4829cc4d_64)] [added: Risk](#ifea5c6e53cd74958b7cd19a92a212671_67)] | | | [removed: [46](#icdcdbef4708042c391ac3d2b4829cc4d_64)] [added: [45](#ifea5c6e53cd74958b7cd19a92a212671_67)] | | |

| Item 8 | | | [Consolidated Financial Statements and Supplementary [removed: Data](#icdcdbef4708042c391ac3d2b4829cc4d_67)] [added: Data](#ifea5c6e53cd74958b7cd19a92a212671_70)] | | | [removed: [48](#icdcdbef4708042c391ac3d2b4829cc4d_67)] [added: [46](#ifea5c6e53cd74958b7cd19a92a212671_70)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#icdcdbef4708042c391ac3d2b4829cc4d_70)] [added: Disclosure](#ifea5c6e53cd74958b7cd19a92a212671_73)] | | | [removed: [48](#icdcdbef4708042c391ac3d2b4829cc4d_70)] [added: [46](#ifea5c6e53cd74958b7cd19a92a212671_73)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#icdcdbef4708042c391ac3d2b4829cc4d_73)] [added: Procedures](#ifea5c6e53cd74958b7cd19a92a212671_76)] | | | [removed: [48](#icdcdbef4708042c391ac3d2b4829cc4d_73)] [added: [46](#ifea5c6e53cd74958b7cd19a92a212671_76)] | | |

| Item 9B | | | [Other [removed: Information](#icdcdbef4708042c391ac3d2b4829cc4d_76)] [added: Information](#ifea5c6e53cd74958b7cd19a92a212671_79)] | | | [removed: [51](#icdcdbef4708042c391ac3d2b4829cc4d_76)] [added: [49](#ifea5c6e53cd74958b7cd19a92a212671_79)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#icdcdbef4708042c391ac3d2b4829cc4d_79)] [added: Inspections](#ifea5c6e53cd74958b7cd19a92a212671_82)] | | | [removed: [51](#icdcdbef4708042c391ac3d2b4829cc4d_79)] [added: [49](#ifea5c6e53cd74958b7cd19a92a212671_82)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#icdcdbef4708042c391ac3d2b4829cc4d_85)] [added: Governance](#ifea5c6e53cd74958b7cd19a92a212671_88)] | | | [removed: [51](#icdcdbef4708042c391ac3d2b4829cc4d_85)] [added: [49](#ifea5c6e53cd74958b7cd19a92a212671_88)] | | |

| Item 11 | | | [Executive [removed: Compensation](#icdcdbef4708042c391ac3d2b4829cc4d_88)] [added: Compensation](#ifea5c6e53cd74958b7cd19a92a212671_91)] | | | [removed: [51](#icdcdbef4708042c391ac3d2b4829cc4d_88)] [added: [49](#ifea5c6e53cd74958b7cd19a92a212671_91)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#icdcdbef4708042c391ac3d2b4829cc4d_91)] [added: Matters](#ifea5c6e53cd74958b7cd19a92a212671_94)] | | | [removed: [51](#icdcdbef4708042c391ac3d2b4829cc4d_91)] [added: [49](#ifea5c6e53cd74958b7cd19a92a212671_94)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#icdcdbef4708042c391ac3d2b4829cc4d_94)] [added: Independence](#ifea5c6e53cd74958b7cd19a92a212671_97)] | | | [removed: [51](#icdcdbef4708042c391ac3d2b4829cc4d_94)] [added: [49](#ifea5c6e53cd74958b7cd19a92a212671_97)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#icdcdbef4708042c391ac3d2b4829cc4d_97)] [added: Services](#ifea5c6e53cd74958b7cd19a92a212671_100)] | | | [removed: [51](#icdcdbef4708042c391ac3d2b4829cc4d_97)] [added: [50](#ifea5c6e53cd74958b7cd19a92a212671_100)] | | |

| Item 15 | | | [Exhibits, Consolidated Financial Statements and Financial Statement [removed: Schedules](#icdcdbef4708042c391ac3d2b4829cc4d_100)] [added: Schedules](#ifea5c6e53cd74958b7cd19a92a212671_103)] | | | [removed: [51](#icdcdbef4708042c391ac3d2b4829cc4d_100)] [added: [50](#ifea5c6e53cd74958b7cd19a92a212671_103)] | | |

| Item 16 | | | [Form 10-K [removed: Summary](#icdcdbef4708042c391ac3d2b4829cc4d_103)] [added: Summary](#ifea5c6e53cd74958b7cd19a92a212671_106)] | | | [removed: [55](#icdcdbef4708042c391ac3d2b4829cc4d_103)] [added: [53](#ifea5c6e53cd74958b7cd19a92a212671_106)] | | |

| [Signatures](#ifea5c6e53cd74958b7cd19a92a212671_109) | | | | | | [54](#ifea5c6e53cd74958b7cd19a92a212671_109) | | |

For the Year Ended December 31, 2024

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

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 [added: function] (“CSO”) and the Company’s Chief Technology Officer [added: function] (“CTO”).

In addition to performing internal audits, assessments, tabletop exercises, and vulnerability testing, the Company periodically engages third parties to perform information security [added: maturity assessments, audits, cyber breach root cause analysis, and independent reviews of its information security control environment and operating effectiveness.]

The Company’s prior Chief Security Officer departed in late 2024 and the CSO function is currently overseen by two co-CSOs on an interim basis until a permanent successor is appointed.

Each of the co-CSOs has over 30 years of relevant experience in a variety of sectors, including travel, fintech, and e-commerce.

One co-CSO has held Chief Information Security Officer, Chief Information Officer and Chief Security Officer roles at multiple multinational public companies, leading enterprise-wide cybersecurity strategies and risk management programs; he holds a Master's degree in Security and Risk Management.

The other co-CSO has served as Chief Technology Officer and Chief Information Officer at several multinational public companies, where he has driven digital transformation initiatives, technology modernization efforts, and secure platform development; he holds a Bachelor's degree in Computer Information Systems.

The Company’s CTO has over 20 years of experience, including leading global technology teams focused on developing secure, large-scale platforms, implementing advanced data security measures, and mitigating risks across complex technological ecosystems.

He holds a Bachelor’s degree in Technology and a Master’s degree in Technology.

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

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.

Additionally, the CSO has played an active role in shaping public cybersecurity policy and standards.

The CSO holds a Bachelor of Science in Computer Science and is a Certified Information Systems Security Professional (CISSP) and a Certified Information Systems Auditor.

The Company’s CTO holds an undergraduate degree in electrical engineering and a master’s degree in computer engineering, and has held senior technology roles for over 25 years, including serving as either the CTO or Chief Information Officer of four public companies.

In addition, we lease approximately [removed: 2.3] [added: 2.2] 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: 815,000] [added: 680,000] square feet is leased for domestic operations and 1.5 million for international operations.

As of January [removed: 26, 2024,] [added: 24, 2025,] there were approximately [removed: 2,103] [added: 1,698] holders of record of our common stock and the closing price of our common stock was [removed: $151.93] [added: $171.23] on Nasdaq.

As of January [removed: 26, 2024,] [added: 24, 2025,] 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.

We did not pay quarterly common stock dividends in [removed: 2023] [added: 2024, 2023,] or 2022.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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: December 2019, the Board of Directors and] [added: October 2023,] the Executive Committee of the [removed: Board,] [added: Board of Directors,] pursuant to a delegation of authority from the Board, authorized a program to repurchase up to [removed: 20 million shares] [added: $5 billion] of our common stock [removed: (the “2019] [added: (“2023] Share Repurchase Program”).

A summary of the repurchase activity for the fourth quarter of [removed: 2023] [added: 2024] is as follows:

The graph assumes an investment of $100 in each of the above on December 31, [removed: 2018.][added: 2019.]

On February 3, 2025, the Board of Directors approved the reinstatement of quarterly common stock dividends, and on February 4, 2025, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.40 per share of outstanding common stock payable on March 27, 2025 to stockholders of record as of the close of business on March 6, 2025.

| October 1-31, 2024 | | | | | | 673 | | | | | | | | | $ | 153.87 | | | | | | | | | | | 673 | | | | | | | | | $ | 3,266,144 | |

| November 1-30, 2024 | | | | | | 200 | | | | | | | | | 167.73 | | | | | | | | | | | | 200 | | | | | | | | | 3,232,644 | | |

| December 1-31, 2024 | | | | | | — | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 3,232,644 | | |

| Total | | | | | | 873 | | | | | | | | | | | | | | | | | | 873 | | | | | | | | | | | | | | |


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

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.

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


There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 8, 2024] [added: 6, 2025] expressed an unqualified opinion thereon.

February 6, 2025

February 8, 2024

During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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.

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: 2024] [added: 2025] annual meeting of stockholders (the [removed: “2024] [added: “2025] 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: 2023.][added: 2024.]

The [added: remaining] 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: 2024] [added: 2025] Proxy Statement and incorporated herein by reference.

*Code of Ethics*

We have adopted a Code of Business Conduct and Ethics for Directors and Senior Financial Officers (the “C*ode of Ethics*”) that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, and is a “code of ethics” as defined by applicable SEC rules.

The Code of Ethics is posted on our corporate website at *www.expediagroup.com/Investors* under the “Corporate Governance” tab.

If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K filed with the SEC.

*Insider Trading Policy and Procedures*

We have adopted insider trading policies and procedures applicable to our directors, officers, employees, and other affiliated persons and entities (“Covered Persons”) and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Stock Market LLC listing standards.

Our Securities Trading Policy prohibits Covered Persons from trading in securities of Expedia Group and other companies while in possession of material, nonpublic information or disclosing such information to others who may trade on the basis of such information.

A copy of our Securities Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement and incorporated herein by reference.

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

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

| 4.1 | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-41.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-41.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| 4.3 | | | | | | [Indenture, dated as of September 21, 2017, among Expedia, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association, as Trustee, governing the 3.800% Senior Notes due [removed: 2028](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm)] [added: 2028](https://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | 9/21/2017 | | |

| 4.4 | | | | | | [Indenture, dated as of September 19, 2019, among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association, as Trustee, governing the 3.25% Senior Notes due [removed: 2030.](http://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)] [added: 2030.](https://www.sec.gov/Archives/edgar/data/1324424/000119312519250053/d807266dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | 9/20/2019 | | |

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

| 10.2 | | | | | | [Second Amended and Restated Governance Agreement by and between Expedia Group, Inc. and Barry Diller, dated as of April 15, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-3.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-3.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.3 | | | | | | 4/16/2019 | | |

| 10.4 | | | | | | [Assumption and Joinder Agreement to Tax Sharing Agreement by and among Expedia Group, Inc., Liberty Expedia Holdings, Inc. and Qurate Retail, Inc., dated as of April 15, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-7.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1324424/000114036119007135/nc10001047x1_ex10-7.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.7 | | | | | | 4/16/2019 | | |

| 10.5 | | | | | | [Tax Sharing Agreement, by and between Liberty Interactive Corporation and Liberty Expedia Holdings, Inc., dated as of November 4, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1355096/000110465916155209/a16-21199_1ex10d1.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/1355096/000110465916155209/a16-21199_1ex10d1.htm)] | | | | | | | | | | | | 8-K*^ | | | | | | 001-33982 | | | | | | 10.1 | | | | | | 11/7/2016 | | |

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

| 10.11* | | | | | | [HomeAway, Inc. 2011 Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312515403385/d108921dex991.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1324424/000119312515403385/d108921dex991.htm)] | | | | | | | | | | | | S-8 | | | | | | 333-208548 | | | | | | 99.1 | | | | | | 12/15/2015 | | |

| 10.14* | | | | | | [Form of [removed: Expedia,] [added: Expedia Group,] Inc. [added: 2020] Restricted Stock Unit Agreement [removed: (Directors)](http://www.sec.gov/Archives/edgar/data/1324424/000119312514290046/d728841dex101.htm)] [added: (Directors)](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1034.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | [removed: 000-51447] [added: 001-37429] | | | | | | [removed: 10.1] [added: 10.34] | | | | | | [removed: 8/1/2014] [added: 2/12/2021] | | |

| [removed: 10.15*] [added: 10.16*] | | | | | | [Form of Expedia Group, Inc. 2020 Restricted Stock Unit [removed: Agreement (Directors)](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000015/q42020ex-1034.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1064rsuagreeme.htm)] | | | | | | | | | | | | [removed: 10-K] [added: 10-K/A] | | | | | | 001-37429 | | | | | | [removed: 10.34] [added: 10.64] | | | | | | [removed: 2/12/2021] [added: 4/29/2020] | | |

| [removed: 10.16*] [added: 10.17*] | | | | | | [Form of [removed: Expedia,] [added: Expedia Group,] Inc. [removed: Restricted] [added: 2020 Performance] Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000006/ex-1022.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1065psuagreeme.htm)] | | | | | | | | | | | | [removed: 10-K] [added: 10-K/A] | | | | | | 001-37429 | | | | | | [removed: 10.22] [added: 10.65] | | | | | | [removed: 2/10/2017] [added: 4/29/2020] | | |

| [removed: 10.17*] [added: 10.15*] | | | | | | [Form of Expedia Group, Inc. [removed: Restricted] Stock [removed: Unit Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex101-q12018.htm)] [added: Option Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000020/ex102-q12019.htm)] | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | [removed: 4/27/2018] [added: 5/3/2019] | | |

| [removed: 10.19*] [added: 10.22*] | | | | | | [removed: [Form of Expedia Group, Inc. Stock] [added: [Stock] Option [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex102-q12018.htm)] [added: Agreement between Robert Dzielak and Expedia, Inc., effective March 2, 2018 (Performance-Based Options)](https://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex106-q12018.htm)] | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | [removed: 10.2] [added: 10.6] | | | | | | 4/27/2018 | | |

| [removed: 10.20*] [added: 10.23*] | | | | | | [removed: [Form of] [added: [Stock Option Agreement between Robert Dzielak and] Expedia, [removed: Inc.] [added: Inc., effective March 2,] 2018 [removed: Performance-Based Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex103-q12018.htm)] [added: (Cliff Vest Options)](https://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex107-q12018.htm)] | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | [removed: 10.3] [added: 10.7] | | | | | | 4/27/2018 | | |

| [removed: 10.22*] [added: 10.25*] | | | | | | [removed: [Form of] [added: [Stock Option Agreement between Peter Kern and] Expedia Group, [removed: Inc. Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000020/ex102-q12019.htm)] [added: Inc., dated as of February 25, 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit102pkernstockoption.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-37429 | | | | | | 10.2 | | | | | | [removed: 5/3/2019] [added: 2/26/2021] | | |

| [removed: 10.23*] [added: 10.26*] | | | | | | [removed: [Form of Expedia Group, Inc. Restricted] [added: [Restricted] Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000020/ex103-q12019.htm)] [added: Agreement between Peter Kern and Expedia Group, Inc., dated as of February 25, 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit103pkernrsuagreement.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-37429 | | | | | | 10.3 | | | | | | [removed: 5/3/2019] [added: 2/26/2021] | | |

| [removed: 10.26*] [added: 10.18*] | | | | | | [Amended and Restated Expedia, Inc. Non-Employee Director Deferred Compensation Plan, effective as of January 1, [removed: 2009](http://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w13.htm)] [added: 2009](https://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w13.htm)] | | | | | | | | | | | | 10-K | | | | | | 000-51447 | | | | | | 10.13 | | | | | | 2/19/2009 | | |

| [removed: 10.27*] [added: 10.19*] | | | | | | [Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January 1, [removed: 2009](http://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w17.htm)] [added: 2009](https://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w17.htm)] | | | | | | | | | | | | 10-K | | | | | | 000-51447 | | | | | | 10.17 | | | | | | 2/19/2009 | | |

| [removed: 10.28*] [added: 10.20*] | | | | | | [First Amendment of the Executive Deferred Compensation Plan, effective as of December 31, [removed: 2014](http://www.sec.gov/Archives/edgar/data/1324424/000119312515035706/d838066dex1020.htm)] [added: 2014](https://www.sec.gov/Archives/edgar/data/1324424/000119312515035706/d838066dex1020.htm)] | | | | | | | | | | | | 10-K | | | | | | 000-51447 | | | | | | 10.20 | | | | | | 2/6/2015 | | |

| [removed: 10.29*] [added: 10.21*] | | | | | | [Amended and Restated Employment Agreement between Robert J. Dzielak and Expedia, Inc., effective March 3, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000010/dzielakemploymentagreement.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/1324424/000132442418000010/dzielakemploymentagreement.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 3/7/2018 | | |

| [removed: 10.35*] [added: 10.24*] | | | | | | [removed: [Performance Stock Unit] [added: [Employment] Agreement between Peter Kern and [removed: Expedia Group,] [added: Expedia,] Inc., [removed: dated as of] [added: effective] February [removed: 28, 2020](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000040/ex104-q12020.htm)] [added: 25, 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit101pkernemploymenta.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-37429 | | | | | | [removed: 10.4] [added: 10.1] | | | | | | [removed: 5/21/2020] [added: 2/26/2021] | | |

| [removed: 10.36*] [added: 10.28*] | | | | | | [Employment Agreement between [removed: Peter Kern] [added: Ariane Gorin] and Expedia, Inc., effective February [removed: 25, 2021](http://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit101pkernemploymenta.htm)] [added: 7, 2024](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000005/employmentagreementbetween.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | [removed: 2/26/2021] [added: 2/8/2024] | | |

| [removed: 10.37*] [added: 10.27*] | | | | | | [removed: [Stock Option] [added: [Employment] Agreement between [removed: Peter Kern] [added: Julie Whalen] and [removed: Expedia Group,] [added: Expedia,] Inc., dated [removed: as of February 25, 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit102pkernstockoption.htm)] [added: September 13, 2022](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000056/ex102jwagmt.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.2 | | | | | | [removed: 2/26/2021] [added: 9/14/2022] | | |

| [removed: 10.39*] [added: 10.29*] | | | | | | [Employment Agreement [removed: between Julie Whalen] [added: Between Scott Schenkel] and Expedia, Inc., [removed: dated September 13, 2022](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000056/ex102jwagmt.htm)] [added: effective December 18, 2024](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000056/a101cfoemploymentagreeme.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | [removed: 10.2] [added: 10.1] | | | | | | [removed: 9/14/2022] [added: 12/19/2024] | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-21.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 22 | | | | | | [List of Guarantor Subsidiaries of Expedia Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-22.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-22.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-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/1324424/000132442424000007/q42023ex-311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification of [removed: the Vice Chairman (Principal] [added: the](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-312.htm) [Ch](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-312.htm)[ief] Executive [added: Officer](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-312.htm) [(Principal Executive] Officer) Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-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/1324424/000132442424000007/q42023ex-313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-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/1324424/000132442424000007/q42023ex-321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.2* | | | | | | [Certification of [removed: the Vice Chairman (Principal] [added: the](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-322.htm) [Ch](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-322.htm)[ief] Executive [added: Officer](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-322.htm) [(Principal Executive] Officer) pursuant Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-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/1324424/000132442424000007/q42023ex-323.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-323.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 97 | | | | | | [Expedia Group, Inc. Incentive Compensation Clawback Policy, dated September 13, 2023](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000007/q42023ex-97.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 001-37429] | | | | | | [added: 97] | | | | | | [added: 2/8/2024] | | |

| 99.1 | | | | | | [Order and Final Judgment, entered January 19, [removed: 2022](http://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-991.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-991.htm)] | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 99.1 | | | | | | 2/10/2022 | | |

| 99.2 | | | | | | [Stipulation of Compromise and Settlement, dated November 2, [removed: 2021](http://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-992.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000009/q42021ex-992.htm)] | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 99.2 | | | | | | 2/10/2022 | | |

| 19 | | | | | | [Expedia Group, Inc. Securities Trading Policy](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-19.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| 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 | | |

| 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 | | |

| 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 | | |

| 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 | | |

| 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 | | |

| 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 | | |

| 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 | | |

| 10.33* | | | | | | [Restricted Stock Unit Agreement between Peter Kern and Expedia Group, Inc., dated as of August 17, 2018](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1045.htm) | | | | | | | | | | | | 10-K | | | | | | 001-37429 | | | | | | 10.45 | | | | | | 2/8/2019 | | |

| 10.34* | | | | | | [Restricted Stock Unit Agreement between Peter Kern and Expedia Group, Inc., dated as of March 7, 2019](http://www.sec.gov/Archives/edgar/data/1324424/000132442419000020/ex104-q12019.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.4 | | | | | | 5/3/2019 | | |

| 10.38* | | | | | | [Restricted Stock Unit Agreement between Peter Kern and Expedia Group, Inc., dated as of February 25, 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit103pkernrsuagreement.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.3 | | | | | | 2/26/2021 | | |

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: 8, 2024.][added: 6, 2025.]

| /s/ [removed: PETER KERN] [added: ARIANE GORIN] | | | | | | Chief Executive [removed: Officer, Vice Chairman] [added: Officer] and Director | | |

| [removed: Peter Kern] [added: Ariane Gorin] | | | | | | (Principal Executive Officer) | | |

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

| /s/ LANCE SOLIDAY | | | | | | Senior Vice President, Chief Accounting [added: Officer] | | |

| Lance Soliday | | | | | | [removed: Officer and Controller] [added: (Principal Accounting Officer)] | | |

| [Consolidated Financial [removed: Statements](#icdcdbef4708042c391ac3d2b4829cc4d_115)] [added: Statements](#ifea5c6e53cd74958b7cd19a92a212671_118)] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#icdcdbef4708042c391ac3d2b4829cc4d_112)] [added: Firm](#ifea5c6e53cd74958b7cd19a92a212671_115)] (PCAOB ID: 42) | | | [removed: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_112) [2](#icdcdbef4708042c391ac3d2b4829cc4d_112)] [added: [F-](#ifea5c6e53cd74958b7cd19a92a212671_115) [2](#ifea5c6e53cd74958b7cd19a92a212671_115)] | | |

| [Consolidated Statements of [removed: Operations](#icdcdbef4708042c391ac3d2b4829cc4d_118)] [added: Operations](#ifea5c6e53cd74958b7cd19a92a212671_121)] | | | [removed: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_118) [4](#icdcdbef4708042c391ac3d2b4829cc4d_118)] [added: [F-](#ifea5c6e53cd74958b7cd19a92a212671_121) [4](#ifea5c6e53cd74958b7cd19a92a212671_121)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#icdcdbef4708042c391ac3d2b4829cc4d_121)] [added: Income](#ifea5c6e53cd74958b7cd19a92a212671_124)] | | | [removed: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_121) [5](#icdcdbef4708042c391ac3d2b4829cc4d_121)] [added: [F-](#ifea5c6e53cd74958b7cd19a92a212671_124) [5](#ifea5c6e53cd74958b7cd19a92a212671_124)] | | |

| [Consolidated Balance [removed: Sheets](#icdcdbef4708042c391ac3d2b4829cc4d_124)] [added: Sheets](#ifea5c6e53cd74958b7cd19a92a212671_127)] | | | [removed: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_124) [6](#icdcdbef4708042c391ac3d2b4829cc4d_124)] [added: [F-](#ifea5c6e53cd74958b7cd19a92a212671_127) [6](#ifea5c6e53cd74958b7cd19a92a212671_127)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#icdcdbef4708042c391ac3d2b4829cc4d_127)] [added: Equity](#ifea5c6e53cd74958b7cd19a92a212671_130)] | | | [removed: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_127) [7](#icdcdbef4708042c391ac3d2b4829cc4d_127)] [added: [F-](#ifea5c6e53cd74958b7cd19a92a212671_130) [7](#ifea5c6e53cd74958b7cd19a92a212671_130)] | | |

| [Consolidated Statements of Cash [removed: Flows](#icdcdbef4708042c391ac3d2b4829cc4d_130)] [added: Flows](#ifea5c6e53cd74958b7cd19a92a212671_133)] | | | [removed: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_130) [8](#icdcdbef4708042c391ac3d2b4829cc4d_130)] [added: [F-](#ifea5c6e53cd74958b7cd19a92a212671_133) [8](#ifea5c6e53cd74958b7cd19a92a212671_133)] | | |

| [Notes to Consolidated Financial [removed: Statements](#icdcdbef4708042c391ac3d2b4829cc4d_133)] [added: Statements](#ifea5c6e53cd74958b7cd19a92a212671_136)] | | | [removed: [F-](#icdcdbef4708042c391ac3d2b4829cc4d_133) [9](#icdcdbef4708042c391ac3d2b4829cc4d_133)] [added: [F-](#ifea5c6e53cd74958b7cd19a92a212671_136) [9](#ifea5c6e53cd74958b7cd19a92a212671_136)] | | |

We have audited the accompanying consolidated balance sheets of Expedia Group, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 8, 2024] [added: 6, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | As discussed in Note 2 of the financial statements, travelers enrolled in [removed: the One Key, Expedia Rewards and Hotels.com Rewards] loyalty programs [removed: (collectively “loyalty programs”)] earn rewards with each eligible booking made which can be redeemed for free or discounted future bookings. Member consideration is allocated between travel services and rewards earned in the loyalty programs. The Company defers the relative standalone selling price of earned 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 rewards, the Company considers the stated redemption value per reward dictated by the terms of the loyalty programs and then estimates the future breakage of rewards based on statistical modeling techniques using historical member activity. The deferred loyalty rewards balance, net of amounts paid to the travel [removed: suppler,] [added: supplier,] is recognized as revenue when the travel service purchased with the loyalty reward is satisfied. | | |

| | | | | | | Auditing the Company’s [added: One Key] deferred loyalty rewards [added: program ("One Key")] balance is especially complex and judgmental due to significant measurement uncertainty in determining the expected future breakage of rewards. Management uses statistical modeling techniques to estimate future breakage based on historical member activity. The amount of member consideration allocated to the rewards earned is sensitive to the expected future breakage assumption. [removed: The introduction of new programs, changes in loyalty program terms or the method, or manner in which 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.] | | |

| *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 statistical modeling techniques and resulting breakage [removed: estimates.] [added: estimates for One Key deferred loyalty rewards.] We also tested controls over the completeness and accuracy of member activity data used in the breakage estimate analyses. This included controls over the Company’s systems and the application controls involved in the process to track [added: One Key] loyalty reward member activity. To test the [added: One Key] deferred loyalty rewards balance, we performed audit procedures that included, among others, involving our actuarial specialists to assist us in assessing the methods used by Management and to develop an independent actuarial estimate of a reasonable range of breakage rates. We then compared this reasonable range of breakage rates to the Company’s estimates. Additionally, we tested the completeness and accuracy of the member activity data used by our actuarial specialists in their breakage analyses. | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | | $ | [removed: 12,839] [added: 13,691] | | | | | $ | [removed: 11,667] [added: 12,839] | | | | | $ | [removed: 8,598] [added: 11,667] | |

| Cost of revenue (exclusive of depreciation and amortization shown separately below) (1) | | | [removed: 1,573] [added: 1,443] | | | | | | [removed: 1,657] [added: 1,573] | | | | | | [removed: 1,522] [added: 1,657] | | |

| Selling and marketing - direct | | | [removed: 6,107] [added: 6,846] | | | | | | [removed: 5,428] [added: 6,107] | | | | | | [removed: 3,499] [added: 5,428] | | |

| Selling and marketing - indirect (1) | | | [removed: 756] [added: 781] | | | | | | [removed: 672] [added: 756] | | | | | | [removed: 722] [added: 672] | | |

| Technology and content (1) | | | [removed: 1,358] [added: 1,314] | | | | | | [removed: 1,181] [added: 1,358] | | | | | | [removed: 1,074] [added: 1,181] | | |

| General and administrative (1) | | | [removed: 771] [added: 805] | | | | | | [removed: 748] [added: 771] | | | | | | [removed: 705] [added: 748] | | |

| Depreciation and amortization | | | [removed: 807] [added: 838] | | | | | | [removed: 792] [added: 807] | | | | | | [removed: 814] [added: 792] | | |

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

| Legal reserves, occupancy tax and other | | | [removed: 8] [added: 118] | | | | | | [removed: 23] [added: 8] | | | | | | [removed: 1] [added: 23] | | |

| Restructuring and related reorganization charges [added: (1)] | | | [removed: —] [added: 80] | | | | | | — | | | | | | [removed: 55] [added: —] | | |

| Operating income | | | [removed: 1,033] [added: 1,319] | | | | | | [removed: 1,085] [added: 1,033] | | | | | | [removed: 186] [added: 1,085] | | |

| Interest income | | | [removed: 207] [added: 235] | | | | | | [removed: 60] [added: 207] | | | | | | [removed: 9] [added: 60] | | |

| Interest expense | | | [removed: (245)] [added: (246)] | | | | | | [removed: (277)] [added: (245)] | | | | | | [removed: (351)] [added: (277)] | | |

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

| Other, net | | | [removed: (2)] [added: (35)] | | | | | | [removed: (385)] [added: 25] | | | | | | [removed: (58)] [added: (63)] | | |

| Total other [removed: expense,] [added: income (expense),] net | | | [removed: (15)] [added: 223] | | | | | | [removed: (547)] [added: (15)] | | | | | | [removed: (224)] [added: (547)] | | |

| Income [removed: (loss)] before income taxes | | | [removed: 1,018] [added: 1,542] | | | | | | [removed: 538] [added: 1,018] | | | | | | [removed: (38)] [added: 538] | | |

| Provision for income taxes | | | [removed: (330)] [added: (318)] | | | | | | [removed: (195)] [added: (330)] | | | | | | [removed: 53] [added: (195)] | | |

| Net income | | | [removed: 688] [added: 1,224] | | | | | | [removed: 343] [added: 688] | | | | | | [removed: 15] [added: 343] | | |

| | | | By: | | | /s/ ARIANE GORIN | | |

| | | | | | | Ariane Gorin Chief Executive Officer | | |

February 6, 2025

| | | | | | | One Key Loyalty Program | | |

February 6, 2025

| Impairment of intangible assets | | | 147 | | | | | | 129 | | | | | | 81 | | |

| Current maturities of long-term debt | | | 1,043 | | | | | | — | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,234 | | | | | | | | | | | | (10) | | | | | | 1,224 | | |

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

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

| Common stock repurchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,071,915 | | | | | | (1,616) | | | | | | | | | | | | | | | | | | | | | | | | (1,616) | | |

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

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

| Balance as of December 31, 2024 | | | | | | 287,508,795 | | | | | | $ | — | | | | | 12,799,999 | | | | | | $ | — | | | | | $ | 16,043 | | | | | 171,514,683 | | | | | | $ | (14,856) | | | | | $ | 602 | | | | | $ | (232) | | | | | $ | 1,242 | | | | | $ | 2,799 | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Net income | | | $ | 1,224 | | | | | $ | 688 | | | | | $ | 343 | |

We leverage our supply portfolio, platform and technology capabilities across an extensive portfolio of consumer brands, including our three core consumer brands of Expedia®, Hotels.com®, and Vrbo® as well as trivago®, and provide solutions to our business partners, to empower travelers to efficiently research, plan, book and experience travel.

| Cash and cash equivalents | | | $ | 4,183 | | | | | $ | 4,225 | |

| Restricted cash and cash equivalents | | | 1,391 | | | | | | 1,436 | | |

We review our available-for-sale securities on a regular basis for impairment.

For available-for-sale securities in unrealized loss positions, we determine whether any portion of the decline in fair value below the amortized cost basis is due to credit-related factors if we neither intend to sell nor anticipate that it is more likely than not that we will be required to sell prior to recovery of the amortized cost basis.

We consider factors such as the extent to which the market value has been less than the cost, any noted failure of the issuer to make scheduled payments, changes to the rating of the security and other relevant credit-related factors in determining whether or not a credit loss exists.

In addition, we have a limited number of market-based stock units and performance-based stock units (collectively referred to as "PSUs").

For market-based awards, we calculated the fair value using a Monte Carlo valuation model.

For performance-based awards, we determine the grant-date fair value to be the quoted price of our common stock at the date of grant.

All outstanding options are fully vested as of December 31, 2024.

rental of the room by the consumer.

As of January 1, 2024, we adopted the new guidance related to the disclosure and presentation requirements of reportable segments.

See NOTE 17 — Segment Information for the added disclosures.

We will incorporate the new guidance in our tax disclosures in our consolidated financial statements for the fiscal year ended December 31, 2025.

In November 2024, the FASB issued new guidance expanding disclosure requirements related to certain income statement expenses.

The guidance requires tabular footnote disclosure of certain operating expenses disaggregated into categories, such as employee compensation, depreciation, and intangible asset amortization, included within each interim and annual income statement’s expense caption, as applicable.

| Term deposits and certificates of deposit | | | 163 | | | | | | — | | | | | | 163 | | | | | | | | |

| Commercial paper | | | 2 | | | | | | — | | | | | | 2 | | | | | | | | |

| Corporate debt securities | | | 354 | | | | | | — | | | | | | 354 | | | | | | | | |

| U.S. treasury securities | | | 70 | | | | | | — | | | | | | 70 | | | | | | | | |

| Asset-backed securities | | | 62 | | | | | | — | | | | | | 62 | | | | | | | | |

| U.S. agency securities | | | 8 | | | | | | — | | | | | | 8 | | | | | | | | |

| Non-U.S. government securities | | | 3 | | | | | | — | | | | | | 3 | | | | | | | | |

| Commercial paper | | | 2 | | | | | | — | | | | | | 2 | | | | | | | | |

| | | | By: | | | /s/ PETER KERN | | |

| | | | | | | Peter Kern Chief Executive Officer and Vice Chairman | | |

February 8, 2024

| | | | | | | (Principal Accounting Officer) | | |

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

| | | | | | | Loyalty Programs | | |

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

| Intangible and other long-term asset impairment | | | 129 | | | | | | 81 | | | | | | 6 | | |

| Gain on sale of business, net | | | 25 | | | | | | 6 | | | | | | 456 | | |

| Preferred stock dividend | | | — | | | | | | — | | | | | | (67) | | |

| Loss on redemption of preferred stock | | | — | | | | | | — | | | | | | (214) | | |

| Net reclassification of foreign currency translation adjustments into total other expenses, net | | | — | | | | | | — | | | | | | 74 | | |

| Less: Preferred stock dividend | | | — | | | | | | — | | | | | | 67 | | |

| Less: Loss on redemption of preferred stock | | | — | | | | | | — | | | | | | 214 | | |

| Balance as of December 31, 2020 | | | | | | 261,563,912 | | | | | | $ | — | | | | | 12,799,999 | | | | | | $ | — | | | | | $ | 13,566 | | | | | 130,766,537 | | | | | | $ | (10,097) | | | | | $ | (1,781) | | | | | $ | (178) | | | | | $ | 1,494 | | | | | $ | 3,004 | |

| Payment of preferred dividends (declared at $74.96 per share) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (67) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (67) | | |

| Exercise of common stock warrants | | | | | | 5,065,381 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Loss on redemption of preferred stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (214) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (214) | | |

| Adjustment to the fair value of redeemable non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8 | | | | | | | | | | | | | | | | | | 8 | | |

| Gain on sale of business, net | | | (25) | | | | | | (6) | | | | | | (456) | | |

| Cash and restricted cash divested from sale of business, net of proceeds | | | 25 | | | | | | 4 | | | | | | (60) | | |

| Proceeds from issuance of long-term debt, net of issuance costs | | | — | | | | | | — | | | | | | 1,964 | | |

| Redemption of preferred stock | | | — | | | | | | — | | | | | | (1,236) | | |

| Payment of dividends to preferred stockholders | | | — | | | | | | — | | | | | | (67) | | |

These travel products and services are offered through a diversified portfolio of brands including: Brand Expedia®, Hotels.com®, Expedia® Partner Solutions, Vrbo®, trivago®, Orbitz®, Travelocity®, Hotwire®, Wotif®, ebookers®, CheapTickets®, Expedia Group™ Media Solutions, CarRentals.com™ and Expedia CruisesTM.

In addition, many of these brands have related international points of sale.

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

Vrbo also

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

We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting.

The majority of our stock options vest over three to four years.

remit such taxes.

As of January 1, 2023, we adopted the new guidance related to recognizing and measuring contract assets and contract liabilities from contracts with customers acquired in a business combination.

The new guidance requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as compared to current GAAP where an acquirer generally recognizes such items at fair value on the acquisition date.

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

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.

| Term deposits | | | 188 | | | | | | — | | | | | | 188 | | |

| Total assets | | | $ | 839 | | | | | $ | 52 | | | | | $ | 787 | |

price.