Expedia Group, Inc.

Previous wording

Global macroeconomic and geopolitical pressures, including trade disruptions, currency fluctuations and energy price volatility, have contributed to an increasingly complex business environment and uncertainty for the travel industry. During the first quarter of 2025, we experienced weaker than expected travel demand in the U.S. If these pressures are intensified or sustained, travel behaviors may be further impacted and any associated decrease in overall demand would negatively impact our business. In addition, our suppliers, business and service partners could also be impacted, thereby increasing our risk of credit losses and service level or other disruptions. Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends.

Current wording

Global macroeconomic and geopolitical pressures, including trade disruptions, currency fluctuations and energy price volatility, have contributed to an increasingly complex business environment and uncertainty for the travel industry. During the first quarter of 2025, we experienced weaker than expected travel demand in the U.S, and we saw continued pressure in domestic travel demand during the second quarter of 2025. If these pressures are intensified or sustained, travel behaviors may be further impacted and any associated decrease in overall demand would negatively impact our business. In addition, our suppliers, business and service partners could also be impacted, thereby increasing our risk of credit losses and service level or other disruptions. Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends.

Previous wording

Lodging includes both hotel and alternative accommodations. As a percentage of our total worldwide revenue in the first quarter of 2025, lodging accounted for 77%. Room nights booked grew 6% in the first quarter of 2025, as compared to growth of 9% in 2024 and 12% in 2023. Average Daily Rates (“ADRs”) booked for Expedia Group decreased 1% in the first quarter of 2025, decreased 1% in 2024 and decreased 2% in 2023.

Current wording

Lodging includes both hotel and alternative accommodations. As a percentage of our total worldwide revenue in the second quarter of 2025, lodging accounted for 80%. Room nights booked grew 7% in the second quarter of 2025, as compared to growth of 9% in 2024 and 12% in 2023. Average Daily Rates (“ADRs”) booked for Expedia Group were flat in the second quarter of 2025, decreased 1% in 2024 and decreased 2% in 2023.

Previous wording

In early 2024, U.S. domestic air capacity exceeded demand, putting pressure on domestic airfares, but this rationalized by September 2024 with domestic fares inflecting back to growth. Our air bookings grew in the first quarter of 2025 compared to the same period in 2024 but continued to lag the growth in our lodging business.

Current wording

In early 2024, U.S. domestic air capacity exceeded demand, putting pressure on domestic airfares, but this rationalized by September 2024 with domestic fares inflecting back to growth. Our air bookings grew in the second quarter of 2025 compared to the same period in 2024 but continued to lag the growth in our lodging business.

Previous wording

Booked air tickets increased 4% in the first quarter of 2025, 6% in 2024 and 4% in 2023. As a percentage of our total worldwide revenue in the first quarter of 2025, air accounted for 4%.

Current wording

Booked air tickets increased 3% in the second quarter of 2025, 6% in 2024 and 4% in 2023. As a percentage of our total worldwide revenue in the second quarter of 2025, air accounted for 3%.

Previous wording

Our advertising and media - EG consists of Expedia Group (“EG”) Media Solutions, which is responsible for generating advertising revenue on our global online travel brands through a variety of digital marketing solutions. In the first quarter of 2025, we generated $174 million of advertising revenue from EG Media Solutions, a 20% increase from the same period in 2024.

Current wording

Expedia Group (“EG”) Advertising is responsible for generating advertising revenue on our global online travel brands through a variety of digital marketing solutions. In the second quarter of 2025, we generated $182 million of advertising revenue from EG Advertising, a 19% increase from the same period in 2024.

Previous wording

We also generate advertising revenue from trivago, a leading hotel metasearch website. In 2023, trivago adapted its marketing strategy and launched a new logo and visual identity, part of a push to rejuvenate its brand, demonstrate the relevance of its offerings and drive long-term growth. During the fourth quarter of 2024, trivago returned to revenue growth. In the first quarter of 2025, the growth continued and we generated $85 million of third-party revenue from trivago, a 22% increase from the same period in 2024.

Current wording

We also generate advertising revenue from trivago, a leading hotel metasearch website. In 2023, trivago adapted its marketing strategy and launched a new logo and visual identity, part of a push to rejuvenate its brand, demonstrate the relevance of its offerings and drive long-term growth. During the fourth quarter of 2024, trivago returned to revenue growth. In the second quarter of 2025, the growth continued and we generated $98 million of third-party revenue from trivago, a 28% increase from the same period in 2024.

Previous wording

As a percentage of our total worldwide revenue in the first quarter of 2025, total advertising and media accounted for 9%.

Current wording

As a percentage of our total worldwide revenue in the second quarter of 2025, total advertising and media accounted for 7%.

Previous wording

For additional information about our critical accounting policies and estimates, see the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2024 as well as updates in the current fiscal year provided in NOTE 2 — Significant Accounting Policies in the notes to the consolidated financial statements.

Current wording

For additional information about our critical accounting policies and estimates, see the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2024 as well as updates in the current fiscal year provided in Note 2 – Summary of Significant Accounting Policies in the notes to the consolidated financial statements.

Previous wording

During the three months ended March 31, 2025, gross bookings increased 4%, compared to the same period in 2024, primarily driven by lodging gross bookings in our hotel business. Booked room nights for our lodging business increased 6% for the three months ended March 31, 2025 amid softened travel demand within and into the U.S.

Current wording

Gross bookings increased 5% for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily driven by lodging gross bookings in our hotel business. Booked room nights for our lodging business increased 7% for both the three and six months ended June 30, 2025 primarily driven by growth outside of the U.S.

Previous wording

Revenue increased 3% for the three months ended March 31, 2025, compared to the same period in 2024, on growth in our B2B segment resulting from increased lodging revenue and its stronger international exposure.

Current wording

Revenue increased 6% and 5% for the three and six months ended June 30, 2025, compared to the same periods in 2024, on growth in our B2B segment resulting from increased lodging revenue and its stronger international exposure.

Previous wording

Lodging revenue increased 3% for the three months ended March 31, 2025, compared to the same period in 2024, primarily driven by an increase in room nights stayed in our hotel business, partially offset by a decrease in ADRs stayed.

Current wording

Lodging revenue increased 6% and 5% for the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily driven by an increase in room nights stayed in our hotel business.

Previous wording

Air revenue decreased 7% for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to lower average ticket prices, partially offset by higher air tickets sold.

Current wording

Air revenue decreased 5% and 6% for the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to lower revenue per ticket, partially offset by higher air tickets sold.

Previous wording

Advertising and media - EG revenue increased 20% for the three months ended March 31, 2025, compared to the same period in 2024, by adding more partners for our display offerings and sponsored listings, optimizing our existing products and launching new ad solutions. Advertising and media - trivago revenue increased 22% for the three months ended March 31, 2025, compared to the same period in 2024, driven by its strategic focus on brand rebuilding in the past two years.

Current wording

EG Advertising revenue increased 19% and 20% for the three and six months ended June 30, 2025, compared to the same periods in 2024, due to strong momentum across all of our core product offerings, the addition of new partners and delivery of new offerings. trivago Advertising revenue increased 28% and 25% for the three and six months ended June 30, 2025, compared to the same periods in 2024, driven by its strategic focus on brand rebuilding in the past two years.

Previous wording

All other revenue, which includes insurance, car, cruise and activities, remained relatively consistent during the three ended months March 31, 2025, compared to the same period in 2024.

Current wording

All other revenue, which includes insurance, car, cruise and activities, remained relatively consistent during the three ended and six months ended June 30, 2025, compared to the same periods in 2024.

Previous wording

The increase in merchant revenue for the three months ended March 31, 2025, compared to the same period in 2024, was primarily due to an increase in merchant lodging revenue. The decrease in agency revenue for the three months ended March 31, 2025, compared to the same period in 2024, was primarily due to a decrease in agency lodging and air revenue. Advertising, media and other increased for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to an increase in Advertising and media - EG and trivago advertising revenue.

Current wording

The increase in merchant revenue for the three and six months ended June 30, 2025, compared to the same periods in 2024, was primarily due to an increase in merchant lodging revenue. Agency revenue remained relatively consistent for the three and six months ended June 30, 2025, as compared to the same periods in 2024. Advertising, media and other increased for the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to an increase in EG Advertising and trivago advertising revenue.

Previous wording

Cost of revenue remained consistent during the three months ended March 31, 2025, compared to the same period in 2024, as ongoing initiatives continued to drive transactional efficiencies, particularly in customer service.

Current wording

Cost of revenue remained consistent during the three and six months ended June 30, 2025, compared to the same periods in 2024, as ongoing initiatives continued to drive transactional efficiencies, particularly in customer service.

Previous wording

Selling and marketing - direct increased $107 million during the three months ended March 31, 2025, compared to the same period in 2024, primarily driven by an increase in B2B partner commissions to support revenue growth and an increase in marketing spend at our B2C brands as we continue to drive investment behind our brands and focused international expansion. Selling and marketing - indirect costs increased during the three months ended March 31, 2025, compared to the same period in 2024, primarily driven by an increase in headcount and average salaries.

Current wording

Selling and marketing - direct increased $127 million and $234 million during the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily driven by an increase in B2B partner commissions to support revenue growth. Selling and marketing - indirect costs increased during the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily driven by an increase in average salaries.

Previous wording

Technology and content expense decreased $21 million during the three months ended March 31, 2025, compared to the same period in 2024, primarily due to lower salary and personnel costs as well as initiatives to optimize cloud spending.

Current wording

Technology and content expense decreased $6 million and $27 million during the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to lower salary and personnel costs as well as initiatives to optimize cloud spending.

Previous wording

Depreciation increased $13 million during the three months ended March 31, 2025, compared to the same period in 2024, primarily as a result of increased depreciation related to capitalized website development costs.

Current wording

Depreciation increased $22 million and $35 million during the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily as a result of increased depreciation related to capitalized website development costs. Amortization of intangible assets decreased $4 million and $8 million during the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to the completion of amortization related to certain intangible assets.

Previous wording

Legal reserves, occupancy tax and other primarily consists of increases in our reserves for court decisions and the potential and final settlement of issues related to hotel occupancy and other taxes, expenses recognized related to monies paid in advance of occupancy and other tax proceedings (“pay-to-play”) as well as certain other items and legal reserves.

Current wording

Legal reserves, occupancy tax and other primarily consists of increases in our reserves for court decisions and the potential and final settlement of issues related to hotel occupancy and other taxes, expenses recognized related to monies paid in advance of occupancy and other tax proceedings (“pay-to-play”) as well as legal reserves and certain other items.

Previous wording

During the three months ended March 31, 2024, the charges primarily included our donation as part of a public-private partnership project to revitalize public parks along the Elliot Bay waterfront in Seattle.

Current wording

Legal reserves, occupancy tax and other for the three and six months ended June 30, 2024, primarily included a $30 million charge related to digital service taxes for fiscal years 2022 and 2023 retroactively enacted by Canada in June 2024, partially offset by net reductions to our reserve related to hotel occupancy and other taxes. In addition, the six months ended June 30, 2024 also included our donation of $20 million as part of a public-private partnership project to revitalize public parks along the Elliot Bay waterfront in Seattle.

Previous wording

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. During the first quarter of 2025, we made the decision to expand these actions. As a result, we recognized $26 million and $48 million in restructuring and related reorganization charges during the three months ended March 31, 2025 and 2024, which were predominately related to employee severance and benefits costs. Based on current plans which are subject to change, we expect approximately $40 million in additional reorganization charges in the remainder of 2025, with the majority of the expense occurring in the second quarter. These costs could be higher or lower should we make additional decisions in future periods that impact our reorganization efforts.

Current wording

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. During the first half of 2025, we made the decision to expand these actions. As a result, we recognized $70 million and $66 million in restructuring and related reorganization charges during the six months ended June 30, 2025 and 2024, which were predominately related to employee severance and benefits costs. Based on current plans which are subject to change, we expect approximately $20 million in additional reorganization charges. These costs could be higher or lower should we make additional decisions in future periods that impact our reorganization efforts.

Previous wording

During the three months ended March 31, 2025, the decrease in operating loss was primarily due to lower restructuring charges as well as lower legal reserve, occupancy and other charges in the current year period.

Current wording

During the three and six months ended June 30, 2025, the increase in operating income in the current year periods was primarily due to a growth in revenue in excess of operating costs as well as lower legal reserve, occupancy and other charges in the current year periods.

Previous wording

Our B2C segment Adjusted EBITDA increased slightly during the three months ended March 31, 2025, compared to the same period in 2024. Our B2B segment experienced an improvement in Adjusted EBITDA during the three months ended March 31, 2025, compared to the same period in 2024, primarily as a result of strong revenue growth and margin expansion. Our trivago segment Adjusted EBITDA loss decreased during the three months ended March 31, 2025, compared to the same period in 2024, as a result of revenue increases.

Current wording

Our B2C segment Adjusted EBITDA increased during the three and six months ended June 30, 2025, compared to the same periods in 2024 as a result of revenue growth and continued operational efficiencies. Our B2B segment experienced an improvement in Adjusted EBITDA during the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily as a result of strong revenue growth and margin expansion. Our trivago segment Adjusted EBITDA loss increased during the three months ended June 30, 2025, compared to the same period in 2024, as a result of higher direct selling and marketing expenses, partially offset by revenue increases. Our trivago segment Adjusted EBITDA loss decreased during the six months ended June 30, 2025, compared to the same period in 2024, as a result of revenue increases, partially offset by higher direct selling and marketing expenses.

Previous wording

Interest income increased for the three months ended March 31, 2025, compared to the same period in 2024, as a result of higher average cash and investment balances, partially offset by lower rates of return. Interest expense decreased for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to the current period senior notes issuance with a lower interest rate than the senior notes paid off during the period.

Current wording

Interest income increased for the three and six months ended June 30, 2025, compared to the same periods in 2024, as a result of higher average cash and investment balances, partially offset by lower rates of return. Interest expense decreased for the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to the February 2025 senior notes issuance with a lower interest rate than the senior notes paid off during the year-to-date period.

Previous wording

For the three months ended March 31, 2025, the effective tax rate was 9.2%, compared to 12.4% for the three months ended March 31, 2024. The change in the effective tax rate was primarily due to nondeductible mark-to-market charges.

Current wording

For the six months ended June 30, 2025, the effective tax rate was 39.3%, compared to 28.3% for the six months ended June 30, 2024. The change in the effective tax rate was due to nondeductible mark-to-market charges.

Previous wording

Our principal sources of liquidity are typically cash flows generated from operations, cash available under our credit facility as well as our cash and cash equivalents and short-term investment balances, which were $6.1 billion and $4.5 billion at March 31, 2025 and December 31, 2024. As of March 31, 2025, the total cash and cash equivalents and short-term investments held outside the United States was $509 million ($366 million in wholly-owned foreign subsidiaries and $143 million in majority-owned subsidiaries). Our revolving credit facility with aggregate commitments of $2.5 billion was essentially untapped at March 31, 2025.

Current wording

Our principal sources of liquidity are typically cash flows generated from operations, cash available under our credit facility as well as our cash and cash equivalents and short-term investment balances, which were $6.7 billion and $4.5 billion at June 30, 2025 and December 31, 2024. As of June 30, 2025, the total cash and cash equivalents and short-term investments held outside the United States was $482 million ($351 million in wholly-owned foreign subsidiaries and $131 million in majority-owned subsidiaries). Our revolving credit facility with aggregate commitments of $2.5 billion was essentially untapped at June 30, 2025.

Previous wording

For the three months ended March 31, 2025, net cash provided by operating activities remained consistent with net cash provided by operating activities in the prior year period.

Current wording

For the six months ended June 30, 2025, net cash provided by operating activities decreased compared to the prior year period due to lower working capital benefits.

Previous wording

For the three months ended March 31, 2025, we had net cash used in investing activities of $384 million compared to $240 million in the prior year period. The change was primarily due to higher net purchases of investments in the current period compared to the prior year period.

Current wording

For the six months ended June 30, 2025, we had net cash used in investing activities of $220 million compared to $449 million in the prior year period. The change was primarily due to sources of cash for the settlement of currency forward contract gains in the current year period compared to uses of cash for losses in the prior year.

Previous wording

For the three months ended March 31, 2025, net cash used in financing activities primarily included the February 2025 redemption of approximately $1 billion of our 6.25% senior notes, $384 million of cash paid to acquire shares, including the repurchased shares under the authorization discussed below and for treasury stock activity related to the vesting of equity instruments, and cash dividend payments of $51 million, partially offset by the February 2025 issuance of 5.4% senior notes with net proceeds of $985 million as well as $25 million of proceeds from the exercise of options and employee stock purchase plans. For the three months ended March 31, 2024, net cash used in financing activities primarily included $643 million of cash paid to acquire shares, including the repurchased shares under repurchase programs and for treasury stock activity related to the vesting of equity instruments, partially offset by $32 million of proceeds from the exercise of options and employee stock purchase plans.

Current wording

For the six months ended June 30, 2025, net cash used in financing activities primarily included the February 2025 redemption of approximately $1 billion of our 6.25% senior notes, $1.1 billion of cash paid to acquire shares, including the repurchased shares under the authorization discussed below and for treasury stock activity related to the vesting of equity instruments, and cash dividend payments of $102 million, partially offset by the February 2025 issuance of 5.4% senior notes with net proceeds of $985 million as well as $25 million of proceeds from the exercise of options and employee stock purchase plans. For the six months ended June 30, 2024, net cash used in financing activities primarily included $1.2 billion of cash paid to acquire shares, including the repurchased shares under repurchase programs and for treasury stock activity related to the vesting of equity instruments, partially offset by $48 million of proceeds from the exercise of options and employee stock purchase plans.

Previous wording

In 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”). During the three months ended March 31, 2025, we repurchased, through open market transactions, 1.7 million shares under 2023 Share Repurchase Program for a total cost of approximately $330 million, excluding transaction costs and excise tax due under the Inflation Reduction Act of 2022. As of March 31, 2025, $2.9 billion remain authorized for repurchase under the 2023 Share Repurchase Program. Our 2023 Share Repurchase Programs does not have fixed expiration dates and does not obligate the Company to acquire any specific number of shares. Under the program, shares may be repurchased in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be subject to the discretion of the Company and depend on a variety of factors, including the market price of Expedia Group’s common stock, general market and economic conditions, regulatory requirements and other business considerations.

Current wording

In 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”). During the six months ended June 30, 2025, we repurchased, through open market transactions, 5.6 million shares under 2023 Share Repurchase Program for a total cost of approximately $957 million, excluding transaction costs and excise tax due under the Inflation Reduction Act of 2022. As of June 30, 2025, $2.3 billion remain authorized for repurchase under the 2023 Share Repurchase Program. Our 2023 Share Repurchase Programs does not have fixed expiration dates and does not obligate the Company to acquire any specific number of shares. Under the program, shares may be repurchased in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be subject to the discretion of the Company and depend on a variety of factors, including the market price of Expedia Group’s common stock, general market and economic conditions, regulatory requirements and other business considerations.

Previous wording

dividend of $0.40 per share of outstanding common stock payable on June 18, 2025 to stockholders of record as of the close of business on May 29, 2025. Future declarations of dividends are subject to final determination by our Board of Directors.

Current wording

In addition, in August 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 September 18, 2025 to stockholders of record as of the close of business on August 28, 2025. Future declarations of dividends are subject to final determination by our Board of Directors.

Previous wording

Foreign exchange rate changes resulted in an increase of our cash and restricted cash balances denominated in foreign currency during the three months ended March 31, 2025 of $61 million reflecting a net appreciation in foreign currencies relative to the U.S. dollar compared to $47 million decrease in the prior year period reflecting a net depreciation in foreign currencies relative to the U.S. dollar.

Current wording

Foreign exchange rate changes resulted in an increase of our cash and restricted cash balances denominated in foreign currency during the six months ended June 30, 2025 of $208 million reflecting a net appreciation in foreign currencies relative to the U.S. dollar compared to $81 million decrease in the prior year period reflecting a net depreciation in foreign currencies relative to the U.S. dollar.

Previous wording

(1)Current liabilities include intercompany payables with non-guarantors of $1.4 billion as of March 31, 2025 and $1.2 billion as of December 31, 2024.

Current wording

(1)Current assets include intercompany receivables with non-guarantors of $336 million as of June 30, 2025 and current liabilities include intercompany payables of $1.2 billion as of December 31, 2024.

Previous wording

(2)Operating income (loss) includes net intercompany income with non-guarantors of $201 million for the three months ended March 31, 2025 and $710 million for the year ended December 31, 2024.

Current wording

(2)Operating income includes net intercompany income with non-guarantors of $370 million for the six months ended June 30, 2025 and $710 million for the year ended December 31, 2024.