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, 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.

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 half of 2025, we experienced weaker than expected travel demand in the United States. While conditions improved in the third quarter of 2025, the market remains dynamic, and if pressures are intensified or sustained, travel behaviors may be 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 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.

Current wording

Lodging includes both hotel and alternative accommodations. As a percentage of our total worldwide revenue in the third quarter of 2025, lodging accounted for 82%. Room nights booked grew 11% in the third quarter of 2025, as compared to growth of 9% in 2024 and 12% in 2023. Average Daily Rates (“ADRs”) booked for Expedia Group increased 2% in the third 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 second 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 third 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 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%.

Current wording

Booked air tickets increased 5% in the third quarter of 2025, 6% in 2024 and 4% in 2023. As a percentage of our total worldwide revenue in the third quarter of 2025, air accounted for 2%.

Previous 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.

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 third quarter of 2025, we generated $194 million of advertising revenue from EG Advertising, a 16% 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 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.

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 third quarter of 2025, the growth continued and we generated $137 million of third-party revenue from trivago, a 34% increase from the same period in 2024.

Previous wording

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

Current wording

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

Previous wording

We also launched One Key in the United 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.

Current wording

We also launched One Key in the United 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. Recently, One Key was expanded to 11 new markets across the globe on Brand Expedia.

Previous 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.

Current wording

Gross bookings increased 12% and 7% for the three and nine months ended September 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 11% and 8% for the three and nine months ended September 30, 2025 primarily driven by growth outside of the United States.

Previous 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.

Current wording

Revenue increased 9% and 6% for the three and nine months ended September 30, 2025, compared to the same periods in 2024, on growth in our B2B segment resulting from increased lodging revenue and its strong international exposure.

Previous 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.

Current wording

Lodging revenue increased 9% and 6% for the three and nine months ended September 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 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.

Current wording

Air revenue decreased 4% and 5% for the three and nine months ended September 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

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.

Current wording

EG Advertising revenue increased 16% and 18% for the three and nine months ended September 30, 2025, compared to the same periods in 2024, due to momentum across all of our core product offerings, the addition of new partners and delivery of new offerings. trivago Advertising revenue increased 34% and 29% for the three and nine months ended September 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 and six months ended June 30, 2025, compared to the same periods in 2024.

Current wording

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

Previous 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.

Current wording

The increase in merchant revenue for the three and nine months ended September 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 nine months ended September 30, 2025, as compared to the same periods in 2024. Advertising, media and other increased for the three and nine months ended September 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 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.

Current wording

Cost of revenue decreased $12 million during the three months ended September 30, 2025 and remained consistent during the nine months ended September 30, 2025, compared to the same periods in 2024, as ongoing initiatives continued to drive transactional efficiencies, particularly in payments and customer service.

Previous 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.

Current wording

Selling and marketing - direct increased $121 million and $355 million during the three and nine months ended September 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 nine months ended September 30, 2025, compared to the same periods in 2024, primarily driven by an increase in average salaries and return to office costs.

Previous 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.

Current wording

Technology and content expense decreased $10 million and $37 million during the three and nine months ended September 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 $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.

Current wording

Depreciation increased $18 million and $53 million during the three and nine months ended September 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 $12 million during the three and nine months ended September 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 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.

Current wording

Legal reserves, occupancy tax and other for the three months ended September 30, 2024, primarily included $92 million charge related to an Italian VAT settlement reserve, partially offset by net reductions to our reserve of $33 million related to hotel occupancy and other taxes due to the favorable resolution of a tax related case. In addition, the nine months ended September 30, 2024 also included 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

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 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.

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 nine months of 2025, we made the decision to expand these actions. As a result, we recognized $76 million and $72 million in restructuring and related reorganization charges during the nine months ended September 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 $15 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 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.

Current wording

During the three and nine months ended September 30, 2025, the increase in operating income was primarily due to a growth in revenue in excess of operating costs in the current year periods.

Previous 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.

Current wording

Our B2C segment Adjusted EBITDA increased during the three and nine months ended September 30, 2025, compared to the same periods in 2024 as a result of revenue growth and disciplined cost management, particularly in direct selling and marketing. Our B2B segment experienced an improvement in Adjusted EBITDA during the three and nine months ended September 30, 2025, compared to the same periods in 2024, primarily as a result of strong revenue growth and margin expansion in the year-to-date period. Our trivago segment Adjusted EBITDA increased during the three and nine months ended September 30, 2025, compared to the same periods in 2024, as a result of revenue growth, partially offset by higher direct selling and marketing expenses.

Previous 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.

Current wording

Interest income increased for the three and nine months ended September 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 remained consistent for the three months ended September 30, 2025, compared to the same period in 2024. For the nine months ended September 30, 2025, interest expense decreased primarily due to the February 2025 senior notes issuance with a lower interest rate than the senior notes paid off during the year.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA makes permanent key provisions of the Tax Cuts and Jobs Act of 2017, provides for immediate expensing of domestic U.S. research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. The legislation has multiple effective dates with certain provisions effective in 2025 and other implemented through 2027. The Company is currently evaluating the potential impacts and elections to be considered in connection with this comprehensive legislation.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA makes permanent key provisions of the Tax Cuts and Jobs Act of 2017, provides for immediate expensing of domestic U.S. research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. The legislation has multiple effective dates with certain provisions effective in 2025 and others implemented through 2027. As of September 30, 2025, the Company has completed our initial assessment of the OBBBA provisions, which are not expected to have a material impact on our 2025 consolidated statement of operations. For the three months ended September 30, 2025, we recorded a decrease to our consolidated deferred tax assets, reflecting our election to accelerate the deduction of capitalized domestic research and development costs. We will continue to evaluate the effect of this legislation.

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 $6.7 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.

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 $6.2 billion and $4.5 billion at September 30, 2025 and December 31, 2024. As of September 30, 2025, the total cash and cash equivalents and short-term investments held outside the United States was $468 million ($321 million in wholly-owned foreign subsidiaries and $147 million in majority-owned subsidiaries). Our revolving credit facility with aggregate commitments of $2.5 billion was essentially untapped at September 30, 2025.

Previous 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.

Current wording

For the nine months ended September 30, 2025, net cash provided by operating activities increased compared to the prior year period due to higher working capital benefits driven mostly from an increase in deferred merchant bookings as well as higher operating income after adjusting for impacts of depreciation and amortization.

Previous 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.

Current wording

For the nine months ended September 30, 2025, net cash used in investing activities was $332 million compared to $901 million used in the prior year period. The change was primarily due to net sales and maturities of investments in the current year compared to net purchases of investments in the prior year.

Previous 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.

Current wording

For the nine months ended September 30, 2025, net cash used in financing activities primarily included the February 2025 redemption of approximately $1 billion of our 6.25% senior notes, $1.6 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 $151 million, partially offset by the February 2025 issuance of 5.4% senior notes with net proceeds of $985 million as well as $50 million of proceeds from the exercise of options and employee stock purchase plans. For the nine months ended September 30, 2024, net cash used in financing activities primarily included $1.6 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 $77 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 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.

Current wording

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

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.

Current wording

Foreign exchange rate changes resulted in an increase of our cash and restricted cash balances denominated in foreign currency during the nine months ended September 30, 2025 of $191 million reflecting a net appreciation in foreign currencies relative to the U.S. dollar compared to $11 million decrease in the prior year period reflecting a net depreciation in foreign currencies relative to the U.S. dollar.

Previous 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.

Current wording

(1)Current assets include intercompany receivables with non-guarantors of $479 million as of September 30, 2025 and current liabilities include intercompany payables of $1.2 billion as of December 31, 2024.

Previous 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.

Current wording

(2)Operating income includes net intercompany income with non-guarantors of $424 million for the nine months ended September 30, 2025 and $710 million for the year ended December 31, 2024.