UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 5, 2021 EXPEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37429 20-2705720 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1111 Expedia Group Way W. Seattle, Washington 98119 (Address of principal executive offices) (Zip code) (206) 481-7200 Registrant’s telephone number, including area code Not Applicable (Former name or former address if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common stock, $0.0001 par value EXPE The Nasdaq Global Select Market Expedia Group, Inc. 2.500% Senior Notes due 2022 EXPE22 New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02. Results of Operations and Financial Condition. On August 5, 2021, Expedia Group, Inc. (“Expedia Group”) issued an earnings release and will hold a conference call regarding its financial results for the quarter ended June 30, 2021. A copy of the earnings release is furnished as Exhibit 99.1 hereto. Expedia Group is making reference to non-GAAP financial measures in both the earnings release and the conference call. A reconciliation of these non- GAAP financial measures to the nearest comparable GAAP financial measures is contained in the attached Exhibit 99.1 earnings release. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Earnings Release of Expedia Group Inc. dated August 5, 2021 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXPEDIA GROUP, INC. By: /s/ Eric Hart Eric Hart Chief Financial Officer Dated: August 5, 2021 Exhibit 99.1 Expedia Group Reports Second Quarter 2021 Results SEATTLE, WA – August 5, 2021 – Expedia Group, Inc. (NASDAQ: EXPE) announced financial results today for the second quarter ended June 30, 2021. “The second quarter saw continued improvement in many global travel segments with North America in particular showing strength. Expedia Group benefited from strong vacation rental performance and improved conventional lodging, offset by continued softness in international travel, corporate travel, and relatively high consumer interest in smaller markets and lower-end accommodations. While that strength has continued into Q3, recent Covid variant news around the world continues to create uncertainty in the travel industry,” said Vice Chairman and CEO, Peter Kern. “Unfortunately, the road to full travel recovery remains bumpy until more of the world is vaccinated. For our part, we just launched our Give the World a Shot program in partnership with UNICEF to help support global Covid-19 vaccine distribution. We invite other companies to join this effort so we can all get the world back on its feet again.” Financial Summary & Operating Metrics ($ millions except per share amounts)(1) Expedia Group, Inc. Metric Q2 2021 Q2 2020 Δ Y/Y Stayed room night growth 196% (81)% NM Gross bookings $20,815 $2,713 667% Revenue 2,111 566 273% Operating income (loss) (132) (849) (84)% Net income (loss) attributable to Expedia Group common stockholders (301) (753) (60)% Diluted earnings (loss) per share $(2.02) $(5.34) (62)% Adjusted EBITDA(2) 201 (436) NM Adjusted net income (loss)(2) (169) (577) (71)% Adjusted EPS(2) $(1.13) $(4.09) (72)% Free cash flow(2) 2,331 (2,052) NM (1)All comparisons are against comparable period of 2020 unless otherwise noted. (2)"Adjusted EBITDA" (Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization), "Adjusted net income (loss)," "Adjusted EPS" and "Free cash flow" are non-GAAP measures as defined by the Securities and Exchange Commission (the "SEC"). See "Definitions of Non-GAAP Measures" and "Tabular Reconciliations for Non-GAAP Measures" on pages 10-16 herein for an explanation and reconciliations of non-GAAP measures used throughout this release. Expedia Group does not calculate or report net income by segment. Please refer to the "Glossary of Business Terms," located in the Quarterly Results section on Expedia Group’s investor relations website, for business and financial statement definitions used throughout this release Discussion of Results The results for Expedia Group, Inc. ("Expedia Group" or "the Company") include Brand Expedia®, Hotels.com®, Expedia® Partner Solutions, Vrbo®, Egencia®, trivago®, HomeAway®, Orbitz®, Travelocity®, Hotwire®, Wotif®, ebookers®, CheapTickets®, Expedia Group™ Media Solutions, CarRentals.com™, Expedia® Cruises™, Traveldoo® and VacationRentals.com. Results include the related international points of sale for all brands and the immaterial impact of Bodybuilding.com since the Liberty Expedia Holdings, Inc. transaction on July 26, 2019. In May 2020, Expedia Group completed the sale of Bodybuilding.com. In October 2020, we completed the sale of SilverRail™, and in April 2021, we completed the sale of Classic Vacations®. All amounts shown are in U.S. dollars. Page 1 of 17 Gross Bookings & Revenue Revenue by Segment ($ millions) Revenue Second Quarter 2021 2020 Δ% Retail $ 1,715 $ 463 270% B2B 305 68 348% Corporate (Bodybuilding.com) — 20 NM Expedia Group (excluding trivago) $ 2,020 $ 551 266% trivago 115 18 551% Intercompany eliminations (24) (3) 781% Total $ 2,111 $ 566 273% For the second quarter of 2021, total gross bookings and total revenue both increased significantly compared to the second quarter of 2020. Booking trends for lodging, air, and other travel products all improved sequentially from the first quarter of 2021. Both Retail and B2B segment revenue increased compared to the second quarter of 2020. The growth in gross bookings and revenue largely reflect continued improvement in leisure travel trends during the quarter. Product & Services Detail - Second Quarter 2021 As a percentage of total worldwide revenue in the second quarter of 2021, lodging accounted for 73%, advertising and media accounted for 8%, air accounted for 4% and all other revenues accounted for the remaining 15%. Lodging revenue increased in the second quarter of 2021 driven by a significant increase in room nights stayed and growth in revenue per room night. Revenue per room night benefited from higher average daily rates ("ADRs") driven by an increase in regional rates and a higher mix of U.S. hotels compared to the second quarter of 2020. Air revenue increased in the second quarter of 2021 driven largely by an increase in tickets sold as air travel demand improved. Advertising and media revenue increased in the second quarter of 2021 due to increases at both trivago and Expedia Group Media Solutions. Other revenue increased in the second quarter of 2021 driven by growth from both car and travel insurance products. Other revenue included revenue related to Bodybuilding.com for the second quarter of 2020, but not for the second quarter of 2021 as the Bodybuilding.com business was disposed of in May 2020. Page 2 of 17 Costs and Expenses ($ millions) Costs and Expenses As a % of Revenue Second Quarter Second Quarter 2021 2020 Δ% 2021 2020 Δ (bps) Generally Accepted Accounting Principles (GAAP) Expenses - Expedia Group Cost of revenue $ 374 $ 381 (2)% 17.7 % 67.2 % (4,951) Selling and marketing - direct 1,002 90 1,019 % 47.5 % 15.8 % 3,164 Selling and marketing - indirect 197 201 (2)% 9.4 % 35.5 % (2,613) Selling and marketing 1,199 291 313 % 56.8 % 51.3 % 550 Technology and content 276 271 2 % 13.1 % 48.0 % (3,488) General and administrative 184 149 23 % 8.7 % 26.5 % (1,776) Total GAAP costs and expenses $ 2,033 $ 1,092 86 % 96.3 % 193.0 % (9,664) Adjusted Expenses - Expedia Group Cost of revenue* $ 368 $ 378 (3)% 17.4 % 66.7