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 March 31, 2022 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, 2021. The following are developments regarding, as applicable, such legal proceedings and/or new legal proceedings:

Litigation Relating to Occupancy and Other Taxes

Actions Filed by Individual States, Cities and Counties

Arizona Cities Litigation. On March 1, 2022, the tax court granted plaintiffs’ motion to reconsider a portion of the December 17, 2021 ruling. The parties have reached a tentative settlement that would resolve all issues remaining in the case except for claims by the City of Tucson, which will continue.

State of Louisiana/City of New Orleans Litigation. On March 3, 2022, the court granted in part, and denied in part defendants’ motion to reconsider the court’s prior denial of their motion for summary judgment and motion for judgment on the pleadings based on the recent decision by the Louisiana court of appeals in the Jefferson Parrish litigation. Trial in the case began April 5, 2022.

City of Charleston, South Carolina Litigation. On March 25, 2022, the court granted plaintiffs’ motion for leave to file a second amended complaint seeking to add, among other things, two additional local government entities as plaintiffs, which brings the total number of plaintiffs to 16.

Non-Tax Litigation and Other Legal Proceeding

Other Legal Proceedings

Helms-Burton Litigation. Oral argument before the Third Circuit Court of Appeals in the Glen matter is scheduled for May 24, 2022.

Paris City Hall Litigation. On January 28, 2021, Paris City Hall filed an action against HomeAway UK Ltd. (“HomeAway UK”) alleging that HomeAway UK had failed to comply with regulations relating to the sharing of supplier booking data in 2019 and 2020. A hearing on the matter was held on March 30, 2022 and the court is expected to issue a ruling on liability and penalties on June 21, 2022.

Competition and Consumer Matters

Matters Relating to Online Marketplaces

On April 22, 2022, the Australian Federal Court issued a judgment ordering trivago to pay a penalty of AU$44.7 million and to cover the ACCC’s costs arising from the proceedings. The court also enjoined trivago from engaging in misleading conduct of the type found by the Australian Federal Court to be in contravention of the ACL. We recorded an estimated probable loss of approximately $11 million with respect to these proceedings in a previous period and an additional probable loss of approximately $23 million during the three months ended March 31, 2022, for a total of approximately $34 million.