Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our Chairman and Senior Executive, Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chairman and Senior Executive, Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in internal control over financial reporting.

There were no changes to our internal control over financial reporting that occurred during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Item 1. Legal Proceedings

In the ordinary course of business, Expedia Group and its subsidiaries are parties to legal proceedings and claims involving property, tax, personal injury, contract, alleged infringement of third-party intellectual property rights and other claims. A discussion of certain legal proceedings can be found in the section titled “Legal Proceedings,” of our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021. The following are developments regarding, as applicable, such legal proceedings and/or new legal proceedings:

Litigation Relating to Occupancy and Other Taxes

Pine Bluff, Arkansas Litigation. On October 21, 2021, the Arkansas Supreme Court heard argument on the defendants’ appeal from the trial court’s decisions relating to certification of a damages class. On October 28, 2021, the court dismissed the appeal as premature based on its conclusion that the trial court had not yet issued a final judgment or order.

State of Louisiana/City of New Orleans Litigation. On August 26, 2021, the defendants filed writ applications with the Louisiana Supreme Court, which remain pending. Trial in the case is scheduled to begin April 4, 2022.

Jefferson Parish, Louisiana Litigation. The Louisiana Court of Appeals heard argument on October 13, 2021, and the parties await a ruling.

Clark County, Nevada Litigation. On July 13, 2021, defendants removed the case to federal court and plaintiffs subsequently filed a motion to remand. The court denied Plaintiff’s motion. On September 13, 2021, defendants filed a motion to dismiss the County’s common law and Nevada Deceptive Trade Practices Act claims. The motion to dismiss remains pending.

Broward County, Florida Litigation. The parties have reached a tentative settlement agreement.

Jasper County Development District #1, Texas Litigation. The parties have reached a tentative settlement agreement.

City of Charleston, South Carolina Litigation. On May 27, 2021, plaintiffs filed an amended complaint.

Non-Tax Litigation and Other Legal Proceeding

Helms-Burton Litigation. On October 4, 2021, the U.S. Court of Appeals for the Eleventh Circuit heard argument on plaintiff’s appeal of the dismissal of the Del Valle matter. On September 30, 2021, a new lawsuit was filed against Expedia, Eduardo Soto, as Personal Representative of the Estate of Osvaldo Soto v. Expedia Group, Inc., Booking.com B.V., and Booking Holdings Inc., No. 1:20-cv-24044-MGC, in the U.S. District Court for the Southern District of Florida, asserting similar claims under Title III of the Cuban Liberty and Democratic Solidarity Act.

Stockholder Litigation

In re Expedia Group, Inc. Stockholders Litigation. On November 2, 2021, the parties to the litigation and the Special Committee entered into a Stipulation of Compromise and Settlement which sets forth the terms and conditions for the proposed settlement and dismissal with prejudice of the litigation, subject to review and approval by the court upon notice to the stockholder class and the current stockholders of the Company. On November 3, 2021, the court entered its Scheduling Order with Respect to Notice of Settlement Hearing (the “Order”), which scheduled a hearing on the proposed settlement for January 19, 2022 to determine, among other things, whether the proposed settlement is fair, reasonable, adequate and in the best interests of the Company, the class and the current stockholders of the Company, and to consider an application for an award of attorneys’ fees and expenses by plaintiff’s counsel.

The Order also approved the form of Notice of Pendency and Proposed Settlement of Class and Derivative Action, Settlement Hearing and Right to Appear (the “Notice”), which will be mailed to stockholders and posted to the “Investors/Resources” section of the Company’s corporate website. The Notice describes the background and terms of the proposed settlement, which, if finally approved by the court following the settlement hearing, will result in the entry of a judgment, among other things, dismissing the litigation with prejudice and extinguishing and releasing the claims that were or would have been asserted in the litigation against the defendants and related persons.

Competition and Consumer Matters

On October 18 and 19, 2021, the Australian Federal Court heard submissions from the parties regarding penalties and other orders. In its submissions, the ACCC proposed a penalty of at least AU$90 million and an injunction restraining trivago

from engaging in misleading conduct of the type found by the Australian Federal Court to be in contravention of the ACL. trivago submitted that an appropriate penalty for the court to impose would be in the order of up to AU$15 million. The parties await a ruling.