0001324424false00013244242024-11-072024-11-07

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): November 7, 2024
EXPEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-37429 20-2705720
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
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
Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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 November 7, 2024, Expedia Group, Inc. (the “Company”) issued an earnings release and will hold a conference call regarding its financial results for the quarter ended September 30, 2024. A copy of the earnings release is furnished as Exhibit 99.1 hereto.
The Company 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Expedia Group, Inc. (the "Company") and Julie Whalen have agreed that Ms. Whalen will step down from her role as the Company’s Chief Financial Officer, effective upon the appointment of her successor, which is expected to occur before February 17, 2025. Ms. Whalen has agreed to remain with the Company through February 17, 2025 to facilitate a smooth transition. Ms. Whalen’s departure will entitle her to severance and equity award acceleration in accordance with the terms of her employment agreement and applicable Company plans and agreements.
On November 7, 2024, Ms. Whalen resigned as a member of the Board of Directors of the Company, effective immediately. Ms. Whalen’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
  Description
  
104Cover Page Interactive Data File, formatted in Inline XBRL




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/ Robert Dzielak
Robert Dzielak
Chief Legal Officer
Dated: November 7, 2024



expediagroup3a.jpg
Expedia Group Reports Third Quarter 2024 Results
Continued strength in room night growth at 9%
Sequential acceleration in gross bookings growth to 7%
Raises full-year guidance
Announces Chief Financial Officer transition
SEATTLE, WA – November 7, 2024 – Expedia Group, Inc. (NASDAQ: EXPE) announced financial results today for the third quarter ended September 30, 2024.

Third Quarter Highlights
•Booked room nights grew 9% compared to 2023, with Brand Expedia growing at mid-teens.
•Total gross bookings of $27.5 billion grew 7% compared to 2023, a more than 150 basis point acceleration from the second quarter.
•B2C gross bookings increased 3% year-over-year, a 2-point acceleration from the second quarter. B2B had yet another strong quarter with gross bookings up 19% year-over-year.
•Lodging gross bookings of $20.0 billion grew 8% compared to 2023. Within that, hotel bookings were up 10% compared to 2023.
•Revenue of $4.1 billion grew 3% compared to 2023, which includes a 2 point negative impact from FX. B2B revenue of $1.2 billion grew 18% compared to 2023.
•Repurchased approximately 12.0 million shares for $1.6 billion year-to-date.

“Our third quarter results exceeded our expectations on gross bookings and earnings with revenue landing in-line. We accelerated bookings growth in our consumer business for the second consecutive quarter, and our advertising and B2B businesses continue to deliver strong double-digit growth," said Ariane Gorin, CEO of Expedia Group.

Expedia Group and Julie Whalen have agreed that she will step down from her role as Expedia Group’s Chief Financial Officer, effective upon the appointment of her successor, which is expected to occur before February 17, 2025. Ms. Whalen has agreed to remain with the Company through February 17, 2025 to facilitate a smooth transition. Ms. Whalen has also resigned as a member of the Board of Directors of the Company, effective today. “I want to thank Julie for all she has done for Expedia Group as a board member and as CFO over the last five years. We are grateful for her contributions,” said Ariane Gorin, CEO of Expedia Group.

Financial Summary & Operating Metrics (In millions except per share amounts)
Expedia Group, Inc.
MetricQ3 2024Q3 2023Δ Y/Y
Booked room nights97.489.39%
Gross bookings$27,498$25,6857%
Revenue$4,060$3,9293%
Operating income$762$60726%
Net income attributable to Expedia Group, Inc.$684$42561%
Diluted earnings per share$5.04$2.8776%
Adjusted EBITDA*$1,250$1,2163%
Adjusted EBIT*$892$903(1)%
Adjusted net income*$809$7784%
Adjusted EPS*$6.13$5.4113%
Net cash used in operating activities$(1,493)$(1,375)9%
Free cash flow*$(1,687)$(1,588)6%
* A reconciliation of non-GAAP financial measures to the most comparable GAAP measures is provided at the end of this release.
Page 1 of 16





Conference Call
Expedia Group, Inc. will webcast a conference call to discuss third quarter 2024 financial results and certain forward-looking information on Thursday, November 7, 2024 at 1:30 p.m. Pacific Time (PT). The webcast will be open to the public and available via ir.expediagroup.com. Expedia Group expects to maintain access to the webcast on the IR website for approximately twelve months subsequent to the initial broadcast.

About Expedia Group
Expedia Group, Inc. brands power travel for everyone, everywhere through our global platform. Driven by the core belief that travel is a force for good, we help people experience the world in new ways and build lasting connections. We provide industry-leading technology solutions to fuel partner growth and success, while facilitating memorable experiences for travelers.

Expedia Group’s three flagship consumer brands includes: Expedia®, Hotels.com®, and Vrbo®. One Key™ is our comprehensive loyalty program that unifies Expedia, Hotels.com and Vrbo into one simple, flexible travel rewards experience. To enroll in One Key, download Expedia, Hotels.com and Vrbo mobile apps for free on iOS and Android devices. One Key is currently available in the U.S. and U.K.

© 2024 Expedia, Inc., an Expedia Group company. All rights reserved. Trademarks and logos are the property of their respective owners. CST: 2029030-50

Contacts
Investor Relations                    Communications
ir@expediagroup.com                    press@expediagroup.com


Page 2 of 16

Expedia Group, Inc.
Trended Metrics
(All figures in millions)

The metrics below are intended to supplement the financial statements in this release and in our filings with the SEC, and do not include adjustments for one-time items, acquisitions, foreign exchange or other adjustments. The definition or methodology of any of our supplemental metrics are subject to change, and such changes could be material. We may also discontinue certain supplemental metrics as our business evolves over time. In the event of any discrepancy between any supplemental metric and our historical financial statements, you should rely on the information included in the financial statements filed with or furnished to the SEC.

202220232024Full Year
Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q320222023
Units sold
Booked room nights77.082.581.670.894.589.789.377.4101.298.997.4312.0350.9
Booked air tickets13.113.512.211.114.013.612.811.414.214.513.849.951.9
Gross bookings by business model
Agency$11,346$12,773$10,904$9,469$13,425$12,370$10,927$9,439$13,301$12,578$11,379$44,492$46,161
Merchant13,06613,36613,08311,04215,97614,95114,75812,23316,86316,25916,11950,55757,918
Total$24,412$26,139$23,987$20,511$29,401$27,321$25,685$21,672$30,164$28,837$27,498$95,049$104,079
Lodging gross bookings$17,756$17,867$17,099$14,117$21,055$19,167$18,513$15,253$21,903$20,749$20,027$66,839$73,987
Revenue by segment
B2C$1,740$2,420$2,707$1,874$1,921$2,415$2,819$1,958$1,986$2,432$2,780$8,741$9,113
B2B4326507886766688619958648331,0491,1782,5463,388
trivago (third-party revenue)77111124687682115657077102380338
Total$2,249$3,181$3,619$2,618$2,665$3,358$3,929$2,887$2,889$3,558$4,060$11,667$12,839
Revenue by product
Lodging$1,610$2,400$2,881$2,014$2,029$2,698$3,233$2,304$2,228$2,862$3,317$8,905$10,264
Air74951009311311110086115111104362410
Advertising and media - EG(1)
891029810899119125140145152167397483
Advertising and media - trivago(1)
77111124687682115657077102380338
Other(2)
3994734163353483483562923313563701,6231,344
Total$2,249$3,181$3,619$2,618$2,665$3,358$3,929$2,887$2,889$3,558$4,060$11,667$12,839
Revenue by geography
U.S. points of sale$1,656$2,208$2,358$1,717$1,748$2,172$2,440$1,787$1,793$2,246$2,435$7,939$8,147
Non-U.S. points of sale5939731,2619019171,1861,4891,1001,0961,3121,6253,7284,692
Total$2,249$3,181$3,619$2,618$2,665$3,358$3,929$2,887$2,889$3,558$4,060$11,667$12,839
Adjusted EBITDA by segment(3)
B2C$188$582$943$411$148$653$1,056$468$215$654$1,028$2,124$2,325
B2B80156221142133206266193172263338599798
Other(4)
(95)(90)(85)(104)(96)(112)(106)(129)(132)(131)(116)(374)(443)
Total$173$648$1,079$449$185$747$1,216$532$255$786$1,250$2,349$2,680
Net income (loss) attributable to Expedia Group, Inc.(5)
$(122)$(185)$482$177$(145)$385$425$132$(135)$386$684$352$797
(1) Our advertising and media business consists of Expedia Group ("EG") Media Solutions, which is responsible for generating advertising revenue on our global online travel brands, and third-party revenue for trivago, a leading hotel metasearch site.
(2) Other revenue primarily includes insurance, car rental, destination services and cruise revenue.
(3) See the section below titled "Tabular Reconciliations for Non-GAAP Measures — Adjusted EBITDA by segment" for additional details.
(4) Other is comprised of trivago, corporate and intercompany eliminations.
(5) Expedia Group does not calculate or report net income (loss) by segment.

Notes:
•All trivago revenue is classified as Non-U.S. point of sale.
•Some numbers may not add due to rounding. All percentages throughout this release are calculated on precise, unrounded numbers.


Page 3 of 16

EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
(Unaudited)
 Three months ended
September 30,		Nine months ended
September 30,
 2024202320242023
Revenue$4,060 $3,929 $10,507 $9,952 
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below) (1)
388 412 1,108 1,233 
Selling and marketing - direct1,855 1,671 5,298 4,737 
Selling and marketing - indirect (1)
197 185 580 563 
Technology and content (1)
320 340 992 1,001 
General and administrative (1)
229 194 595 572 
Depreciation and amortization 211 208 626 599 
Impairment of goodwill — 297 — 297 
Impairment of intangible assets 33 15 33 15 
Legal reserves, occupancy tax and other59 — 100 6 
Restructuring and related reorganization charges (1)
6 — 72 — 
Operating income762 607 1,103 929 
Other income (expense):
Interest income67 56 185 162 
Interest expense(61)(62)(184)(184)
Other, net106 (157)103 (60)
Total other income (expense), net112 (163)104 (82)
Income before income taxes874 444 1,207 847 
Provision for income taxes(190)(139)(284)(295)
Net income684 305 923 552 
Net loss attributable to non-controlling interests— 120 12 113 
Net income attributable to Expedia Group, Inc.$684 $425 $935 $665 
Earnings per share attributable to Expedia Group, Inc. available to common stockholders:
Basic$5.28 $2.98 $7.07 $4.51 
Diluted5.04 2.87 6.75 4.37 
Shares used in computing earnings per share (000's):
Basic129,758 142,228 132,393 147,253 
Diluted135,732 147,748 138,655 152,172 
(1) Includes stock-based compensation as follows:
Cost of revenue$3 $3 $9 $10 
Selling and marketing19 20 61 60 
Technology and content40 35 120 105 
General and administrative85 47 167 139 
Restructuring and related reorganization charges— — 8 — 

Page 4 of 16


EXPEDIA GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except number of shares which are reflected in thousands and par value)
September 30,
2024		December 31, 2023September 30,
2023
(Unaudited)(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$4,722 $4,225 $5,056 
Restricted cash and cash equivalents1,324 1,436 1,436 
Short-term investments196 28 — 
Accounts receivable, net of allowance of $60, $46 and $52
3,764 2,786 2,753 
Income taxes receivable68 47 84 
Prepaid expenses and other current assets758 708 765 
Total current assets10,832 9,230 10,094 
Property and equipment, net2,400 2,359 2,354 
Operating lease right-of-use assets334 357 330 
Long-term investments and other assets1,527 1,238 1,155 
Deferred income taxes514 586 595 
Intangible assets, net947 1,023 1,149 
Goodwill6,851 6,849 6,845 
TOTAL ASSETS$23,405 $21,642 $22,522 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, merchant$1,980 $2,041 $1,887 
Accounts payable, other1,178 1,077 1,130 
Deferred merchant bookings9,413 7,723 8,394 
Deferred revenue173 164 167 
Income taxes payable114 26 108 
Accrued expenses and other current liabilities887 752 874 
Current maturities of long-term debt1,042 — — 
Total current liabilities14,787 11,783 12,560 
Long-term debt, excluding current maturities5,221 6,253 6,250 
Deferred income taxes34 33 34 
Operating lease liabilities291 314 288 
Other long-term liabilities506 473 464 
Commitments and contingencies
Stockholders’ equity:
Common stock: $.0001 par value; Authorized shares: 1,600,000— — — 
Shares issued: 286,437, 282,149 and 280,957; Shares outstanding: 123,316, 131,522 and 134,331
Class B common stock: $.0001 par value; Authorized shares: 400,000— — — 
Shares issued: 12,800; Shares outstanding: 5,523
Additional paid-in capital15,890 15,398 15,227 
Treasury stock - Common stock and Class B, at cost; Shares 170,397, 157,903 and 153,903(14,677)(13,023)(12,550)
Retained earnings (deficit)303 (632)(764)
Accumulated other comprehensive income (loss)(194)(209)(240)
Total Expedia Group, Inc. stockholders’ equity1,322 1,534 1,673 
Non-redeemable non-controlling interests1,244 1,252 1,253 
Total stockholders’ equity2,566 2,786 2,926 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$23,405 $21,642 $22,522 
Page 5 of 16

EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 Nine months ended
September 30,
 20242023
Operating activities:
Net income$923 $552 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment, including internal-use software and website development582 555 
Amortization of intangible assets44 44 
Impairment of goodwill and intangible assets33 312 
Amortization of stock-based compensation365 314 
Deferred income taxes66 49 
Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net— 32 
Realized (gain) loss on foreign currency forwards, net(21)35 
(Gain) loss on minority equity investments, net(121)73 
Other, net69 34 
Changes in operating assets and liabilities:
Accounts receivable(1,007)(704)
Prepaid expenses and other assets(19)43 
Accounts payable, merchant(61)178 
Accounts payable, other, accrued expenses and other liabilities235 223 
Tax payable/receivable, net109 (55)
Deferred merchant bookings1,690 1,243 
Net cash provided by operating activities2,887 2,928 
Investing activities:
Capital expenditures, including internal-use software and website development(565)(669)
Purchases of investments(405)— 
Sales and maturities of investments43 49 
Other, net26 (15)
Net cash used in investing activities(901)(635)
Financing activities:
Purchases of treasury stock(1,641)(1,669)
Proceeds from exercise of equity awards and employee stock purchase plan77 53 
Other, net(26)17 
Net cash used in financing activities(1,590)(1,599)
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents(11)(53)
Net increase in cash, cash equivalents and restricted cash and cash equivalents385 641 
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period5,661 5,851 
Cash, cash equivalents and restricted cash and cash equivalents at end of period$6,046 $6,492 
Supplemental cash flow information
Cash paid for interest$197 $197 
Income tax payments, net97 228 
Page 6 of 16

Notes & Definitions:

Booked Room Nights: Represents booked hotel room nights and property nights for our B2C reportable segment and booked hotel room nights for our B2B reportable segment. Booked hotel room nights include both merchant and agency hotel room nights. Property nights are related to our alternative accommodation business.

Booked Air Tickets: Includes both merchant and agency air bookings.

Gross Bookings: Generally represent the total retail value of transactions booked, recorded at the time of booking reflecting the total price due for travel by travelers, including taxes, fees and other charges, adjusted for cancellations and refunds.

Lodging Metrics: Reported on a booked basis except for revenue, which is on a stayed basis. Lodging consists of both merchant and agency model hotel and alternative accommodations.

B2C: The B2C segment provides a full range of travel and advertising services to our worldwide customers through a variety of consumer brands including: Expedia, Hotels.com, Vrbo, Orbitz, Travelocity, Wotif Group, ebookers, Hotwire.com, and CarRentals.com.

B2B: The B2B segment fuels a wide range of travel and non-travel companies including airlines, offline travel agents, online retailers, corporate travel management and financial institutions, who leverage our leading travel technology and tap into our diverse supply to augment their offerings and market Expedia Group rates and availabilities to their travelers.

trivago: The trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its localized hotel metasearch websites.

Corporate: Includes unallocated corporate expenses.


























Page 7 of 16

Non-GAAP Measures
Expedia Group reports Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBIT, Adjusted EBIT Margin, Leverage Ratio, Adjusted Net Income (Loss), Adjusted EPS, Free Cash Flow and Adjusted Expenses (non-GAAP cost of revenue, non-GAAP selling and marketing, non-GAAP technology and content and non-GAAP general and administrative), all of which are supplemental measures to GAAP and are defined by the SEC as non-GAAP financial measures. These measures are among the primary metrics by which management evaluates the performance of the business and on which internal budgets are based. Management believes that investors should have access to the same set of tools that management uses to analyze our results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP. Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted EPS have certain limitations in that they do not take into account the impact of certain expenses to our consolidated statements of operations. We endeavor to compensate for the limitation of the non-GAAP measures presented by also providing the most directly comparable GAAP measures and descriptions of the reconciling items and adjustments to derive the non-GAAP measures. Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income (Loss) and Adjusted EPS also exclude certain items related to transactional tax matters, which may ultimately be settled in cash. We urge investors to review the detailed disclosure regarding these matters in the Management Discussion and Analysis and Legal Proceedings sections, as well as the notes to the financial statements, included in the Company's annual and quarterly reports filed with the Securities and Exchange Commission. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

Adjusted EBITDA is defined as net income (loss) attributable to Expedia Group adjusted for:
(1) net income (loss) attributable to non-controlling interests;
(2) provision for income taxes;
(3) total other expenses, net;
(4) stock-based compensation expense, including compensation expense related to certain subsidiary equity plans;
(5) acquisition-related impacts, including
(i) amortization of intangible assets and goodwill and intangible asset impairment,
(ii) gains (losses) recognized on changes in the value of contingent consideration arrangements; and
(iii) upfront consideration paid to settle employee compensation plans of the acquiree;
(6) certain other items, including restructuring;
(7) items included in legal reserves, occupancy tax and other, which includes reserves for potential settlement of issues related to transactional taxes (e.g. hotel and excise taxes), related to court decisions and final settlements, and charges incurred, if any, for monies that may be required to be paid in advance of litigation in certain transactional tax proceedings;
(8) that portion of gains (losses) on revenue hedging activities that are included in other, net that relate to revenue recognized in the period; and
(9) depreciation.
The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items is unpredictable, not driven by core operating results and renders comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA is a useful measure for analysts and investors to evaluate our future on-going performance as this measure allows a more meaningful comparison of our performance and projected cash earnings with our historical results from prior periods and to the results of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments. In addition, we believe that by excluding certain items, such as stock-based compensation and acquisition-related impacts, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business and allows investors to gain an understanding of the factors and trends affecting the ongoing cash earnings capabilities of our business, from which capital investments are made and debt is serviced.

Adjusted EBIT is defined as net income (loss) attributable to Expedia Group adjusted for:
(1) net income (loss) attributable to non-controlling interests;
(2) provision for income taxes;
Page 8 of 16

(3) total other expenses, net;
(4) acquisition-related impacts, including
(i) goodwill and intangible asset impairment,
(ii) gains (losses) recognized on changes in the value of contingent consideration arrangements; and
(iii) upfront consideration paid to settle employee compensation plans of the acquiree;
(5) certain other items, including restructuring;
(6) items included in legal reserves, occupancy tax and other, which includes reserves for potential settlement of issues related to transactional taxes (e.g. hotel and excise taxes), related to court decisions and final settlements, and charges incurred, if any, for monies that may be required to be paid in advance of litigation in certain transactional tax proceedings; and
(7) that portion of gains (losses) on revenue hedging activities that are included in other, net that relate to revenue recognized in the period.
The above items are excluded from our Adjusted EBIT measure because the amount and timing of these items is unpredictable, not driven by core operating results and renders comparisons with prior periods and competitors less meaningful. We believe Adjusted EBIT is a useful measure for analysts and investors to evaluate our future on-going performance as this measure allows a more comprehensive comparison of our performance with our historical results from prior periods and to the results of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and it allows investors to gain an understanding of the factors and trends affecting profitability, including the ongoing costs to operating our business, which we believe are inclusive of non-cash items such as stock-based compensation.

Trailing Twelve Month Financial Information
Expedia Group includes certain unaudited financial information for the trailing twelve months ("TTM") ended September 30, 2024, which is calculated as the nine months ended September 30, 2024 plus the year ended December 31, 2023 less the nine months ended September 30, 2023. This presentation is not in accordance with GAAP. However, we believe that this presentation provides useful information to investors regarding its recent financial performance, and it views this presentation of the four most recently completed fiscal quarters as a key measurement period for investors to assess its historical results.

Adjusted Net Income (Loss) generally captures all items on the statements of operations that occur in normal course operations and have been, or ultimately will be, settled in cash and is defined as net income (loss) attributable to Expedia Group plus the following items, net of tax(a):
(1) stock-based compensation expense, including compensation expense related to equity plans of certain subsidiaries and equity-method investments;
(2) acquisition-related impacts, including;
(i) amortization of intangible assets, including as part of equity-method investments, and goodwill and intangible asset impairment;
(ii) gains (losses) recognized on changes in the value of contingent consideration arrangements;
(iii) upfront consideration paid to settle employee compensation plans of the acquiree; and
(iv) gains (losses) recognized on non-controlling investment basis adjustments when we acquire or lose controlling interests;
(3) currency gains or losses on U.S. dollar denominated cash;
(4) the changes in fair value of equity investments;
(5) certain other items, including restructuring charges;
(6) items included in legal reserves, occupancy tax and other, which includes reserves for potential settlement of issues related to transactional taxes (e.g., hotel occupancy and excise taxes), related court decisions and final settlements, and charges incurred, if any, for monies that may be required to be paid in advance of litigation in certain transactional tax proceedings, including as part of equity method investments;
(7) discontinued operations;
(8) the non-controlling interest impact of the aforementioned adjustment items; and
(9) unrealized gains (losses) on revenue hedging activities that are included in other, net.
Adjusted Net Income (Loss) includes preferred share dividends. We believe Adjusted Net Income (Loss) is useful to investors because it represents Expedia Group's combined results, taking into account depreciation, which
Page 9 of 16

management believes is an ongoing cost of doing business, but excluding the impact of certain expenses and items not directly tied to the core operations of our businesses.

(a) Effective January 1, 2023, we changed our methodology for the computation of the effective tax rate used in the calculation of adjusted net income to a long-term projected tax rate as we believe this tax rate provides better consistency across reporting periods and produces results that are reflective of Expedia Group’s long-term effective tax rate. This projected effective tax rate is a total tax rate, and eliminates the effects of non-recurring and period- specific income tax items which can vary in size and frequency. We apply this tax rate to pretax income, as adjusted commensurate with our Adjusted Net Income definition. Based on our long-term projections, in 2023 and 2024 we are applying a 21.5% effective tax rate to compute Adjusted Net Income.

Adjusted EPS is defined as Adjusted Net Income (Loss) divided by adjusted weighted average shares outstanding, which, when applicable, include dilution from our convertible debt instruments per the treasury stock method for Adjusted EPS. The treasury stock method assumes we would elect to settle the principal amount of the debt for cash and the conversion premium for shares. If the conversion prices for such instruments exceed our average stock price for the period, the instruments generally would have no impact to adjusted weighted average shares outstanding. This differs from the GAAP method for dilution from our convertible debt instruments, which include them on an if-converted method. We believe Adjusted EPS is useful to investors because it represents, on a per share basis, Expedia Group's consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other items which are not allocated to the operating businesses such as interest expense, taxes, foreign exchange gains or losses, and minority interest, but excluding the effects of certain expenses not directly tied to the core operations of our businesses. Adjusted Net Income (Loss) and Adjusted EPS have similar limitations as Adjusted EBITDA. In addition, Adjusted Net Income (Loss) does not include all items that affect our net income (loss) and net income (loss) per share for the period. Therefore, we think it is important to evaluate these measures along with our consolidated statements of operations.

Free Cash Flow is defined as net cash flow provided by operating activities less capital expenditures. Management believes Free Cash Flow is useful to investors because it represents the operating cash flow that our operating businesses generate, less capital expenditures but before taking into account other cash movements that are not directly tied to the core operations of our businesses, such as financing activities, foreign exchange or certain investing activities. Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures. Therefore, it is important to evaluate Free Cash Flow along with the consolidated statements of cash flows.

Adjusted Expenses (cost of revenue, direct and indirect selling and marketing, technology and content and general and administrative expenses) exclude stock-based compensation related to expenses for stock options, restricted stock units and other equity compensation under applicable stock-based compensation accounting standards. Expedia Group excludes stock-based compensation from these measures primarily because they are non-cash expenses that we do not believe are necessarily reflective of our ongoing cash operating expenses and cash operating income. Moreover, because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use when adopting applicable stock-based compensation accounting standards, management believes that providing non-GAAP financial measures that exclude stock-based compensation allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies, as well as providing management with an important tool for financial operational decision making and for evaluating our own recurring core business operating results over different periods of time. There are certain limitations in using financial measures that do not take into account stock-based compensation, including the fact that stock-based compensation is a recurring expense and a valued part of employees' compensation. Therefore, it is important to evaluate both our GAAP and non-GAAP measures. See the Notes to the Consolidated Statements of Operations for stock-based compensation by line item.

Expedia Group, Inc. (excluding trivago) In order to provide increased transparency on the transaction-based component of the business, Expedia Group is reporting results both in total and excluding trivago.


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Tabular Reconciliations for Non-GAAP Measures
Adjusted EBITDA (Adjusted Earnings Before Interest, Taxes, Depreciation & Amortization) by Segment(1)
 Three months ended September 30, 2024
 B2CB2BtrivagoCorporate &
Eliminations		Total
 (In millions)
Operating income$879 $285 $13 $(415)$762 
Realized gain (loss) on revenue hedges16 16 — — 32 
Restructuring and related reorganization charges, excluding stock-based compensation— — — 6 6 
Legal reserves, occupancy tax and other— — — 59 59 
Stock-based compensation— — — 147 147 
Amortization of intangible assets— — — 14 14 
Depreciation133 37 1 26 197 
Impairment of intangible assets— — — 33 33 
Adjusted EBITDA(1)
$1,028 $338 $14 $(130)$1,250 
 Three months ended September 30, 2023
 B2CB2BtrivagoCorporate &
Eliminations		Total
 (In millions)
Operating income$935 $237 $16 $(581)$607 
Realized gain (loss) on revenue hedges(16)— — — (16)
Stock-based compensation— — — 105 105 
Amortization of intangible assets— — — 14 14 
Depreciation137 29 2 26 194 
Impairment of goodwill— — — 297 297 
Impairment of intangible assets— — — 15 15 
Adjusted EBITDA(1)
$1,056 $266 $18 $(124)$1,216 
(1) Adjusted EBITDA for our B2C and B2B segments includes allocations of certain expenses, primarily cost of revenue and facilities, the total costs of our global travel supply organizations, the majority of platform and marketplace technology costs, and the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant lodging revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in Corporate and Eliminations. Our allocation methodology is periodically evaluated and may change.



Page 11 of 16

Adjusted EBIT (Adjusted Earnings Before Interest & Taxes) and Adjusted EBITDA (Adjusted Earnings Before Interest, Taxes, Depreciation & Amortization)
 
 Three months ended
September 30,		Nine months ended
September 30,		Year Ended December 31,TTM
September 30,
 202420232024202320232024
 ($ in millions)
Net income attributable to Expedia Group, Inc.$684 $425 $935 $665 $797 $1,067 
Net loss attributable to non-controlling interests— (120)(12)(113)(109)(8)
Provision for income taxes190 139 284 295 330 319 
Total other (income) expense, net(112)163 (104)82 15 (171)
Operating income762 607 1,103 929 1,033 1,207 
Gain (loss) on revenue hedges related to revenue recognized32 (16)— (12)(7)5 
Restructuring and related reorganization charges, including stock-based compensation6 — 72 — — 72 
Legal reserves, occupancy tax and other59 — 100 6 8 102 
Impairment of goodwill— 297 — 297 297 — 
Impairment of intangible assets33 15 33 15 129 147 
Adjusted EBIT(1)
892 903 1,308 1,235 1,460 1,533 
Stock-based compensation, excluding restructuring and related reorganization charges(1)
147 105 357 314 413 456 
Depreciation and amortization211 208 626 599 807 834 
Adjusted EBITDA$1,250 $1,216 $2,291 $2,148 $2,680 $2,823 
Net income margin(2)
16.9 %10.8 %8.9 %6.7 %6.2 %8.0 %
Adjusted EBIT margin(1)(2)
22.0 %23.0 %12.4 %12.4 %11.4 %11.4 %
Adjusted EBITDA margin(2)
30.8 %30.9 %21.8 %21.6 %20.9 %21.1 %
Long-term debt, including current maturities$6,263 
Long-term debt to net income ratio5.9 
Long-term debt, including current maturities$6,263 
Unamortized discounts and debt issuance costs31 
Adjusted debt $6,294 
Leverage ratio(3)
2.2 
(1) Includes approximately $51 million of accelerated stock-compensation expense related to the recent departure of our Vice Chairman.
(2) Net income, Adjusted EBIT and Adjusted EBITDA margins represent net income (loss) attributable to Expedia Group, Inc., Adjusted EBIT or Adjusted EBITDA divided by revenue.
(3) Leverage ratio represents adjusted debt divided by TTM Adjusted EBITDA.


Page 12 of 16

Adjusted Net Income (Loss) & Adjusted EPS
 Three months ended
September 30,		Nine months ended
September 30,
 2024202320242023
 (In millions, except share and per share data)
Net income attributable to Expedia Group, Inc.$684 $425 $935 $665 
Less: Net loss attributable to non-controlling interests — 120 12 113 
Less: Provision for income taxes(190)(139)(284)(295)
Income before income taxes874 444 1,207 847 
Amortization of intangible assets14 14 44 44 
Stock-based compensation147 105 365 314 
Legal reserves, occupancy tax and other59 — 100 6 
Restructuring and related reorganization charges, excluding stock-based compensation6 — 64 — 
Impairment of goodwill— 297 — 297 
Impairment of intangible assets33 15 33 15 
Unrealized (gain) loss on revenue hedges(13)(4)(16)11 
(Gain) loss on minority equity investments, net(74)127 (121)73 
TripAdvisor tax indemnification adjustment— — (6)(67)
Gain on sale of businesses and cost investments(2)— (5)(24)
Adjusted income before income taxes1,044 998 1,665 1,516 
GAAP Provision for income taxes(190)(139)(284)(295)
Provision for income taxes for adjustments(34)(76)(74)(31)
Total Adjusted provision for income taxes(224)(215)(358)(326)
Total Adjusted income tax rate21.5 %21.5 %21.5 %21.5 %
Non-controlling interests(11)(5)— (14)
Adjusted net income attributable to Expedia Group, Inc.$809 $778 $1,307 $1,176 
GAAP diluted earnings per share$5.04 $2.87 $6.75 $4.37 
Amortization of intangible assets0.10 0.10 0.33 0.30 
Stock-based compensation1.11 0.73 2.71 2.11 
Legal reserves, occupancy tax and other0.45 — 0.74 0.04 
Restructuring and related reorganization charges0.04 — 0.48 — 
Impairment of goodwill— 2.06 — 2.00 
Impairment of intangible assets0.25 0.10 0.25 0.10 
Unrealized (gain) loss on revenue hedges(0.10)(0.03)(0.12)0.08 
(Gain) loss on minority equity investments, net(0.56)0.89 (0.90)0.49 
TripAdvisor tax indemnification adjustment— — (0.05)(0.45)
Gain on sale of businesses and cost investments(0.01)— (0.04)(0.16)
Income tax effects and adjustments(0.26)(0.53)(0.55)(0.21)
Non-controlling interest(0.08)(0.87)(0.09)(0.86)
Adjustment to GAAP dilutive securities (1)
0.15 0.08 0.20 0.12 
Adjusted earnings per share(2)
$6.13 $5.41 $9.70 $7.93 
GAAP diluted weighted average shares outstanding (000's)135,732 147,748 138,655 152,172 
Adjustment to dilutive securities (000's)(1)
(3,921)(3,921)(3,921)(3,921)
Adjusted weighted average shares outstanding (000's) (2)
131,811 143,827 134,734 148,251 
Page 13 of 16

Ex-trivago Adjusted Net Income and Adjusted EPS
Adjusted net income attributable to Expedia Group, Inc.$809 $778 $1,307 $1,176 
Less: Adjusted net income (loss) attributable to trivago— 9 (1)25 
Adjusted net income excluding trivago$809 $769 $1,308 $1,151 
Adjusted earnings per share$6.13 $5.41 $9.70 $7.93 
Less: Adjusted earnings per (loss) share attributable to trivago— 0.06 (0.01)0.17 
Adjusted earnings per share excluding trivago(2)
$6.13 $5.35 $9.71 $7.76 
(1) In periods for which we have Adjusted net income, the GAAP diluted average shares and diluted earnings (loss) per share is presented adjusted for our convertible debt instruments per the treasury stock method.
(2) Share and per share numbers may not add due to rounding.

Free Cash Flow
 Three months ended
September 30,		Nine months ended
September 30,
 2024202320242023
 (In millions)
Net cash provided by operating activities$(1,493)$(1,375)$2,887 $2,928 
Less: Total capital expenditures(194)(213)(565)(669)
Free cash flow$(1,687)$(1,588)$2,322 $2,259 

Page 14 of 16

Adjusted Expenses (Cost of revenue, direct and indirect selling and marketing, technology and content and general and administrative expenses)
 Three months ended
September 30,		Nine months ended
September 30,
 2024202320242023
 (In millions)
Cost of revenue$388 $412 $1,108 $1,233 
Less: stock-based compensation3 3 9 10 
Adjusted cost of revenue$385 $409 $1,099 $1,223 
Less: trivago cost of revenue(1)
5 5 13 14 
Adjusted cost of revenue excluding trivago$380 $404 $1,086 $1,209 
Selling and marketing - direct$1,855 $1,671 $5,298 $4,737 
Less: trivago selling and marketing - direct(2)
62 71 169 141 
Adjusted selling and marketing excluding trivago - direct$1,793 $1,600 $5,129 $4,596 
Selling and marketing - indirect$197 $185 580 563 
Less: stock-based compensation19 20 61 60 
Adjusted selling and marketing - indirect$178 $165 $519 $503 
Less: trivago selling and marketing - indirect(1)
3 3 8 8 
Adjusted selling and marketing excluding trivago - indirect$175 $162 $511 $495 
Technology and content$320 $340 $992 $1,001 
Less: stock-based compensation40 35 120 105 
Adjusted technology and content$280 $305 $872 $896 
Less: trivago technology and content(1)
11 11 35 34 
Adjusted technology and content excluding trivago$269 $294 $837 $862 
General and administrative$229 $194 $595 $572 
Less: stock-based compensation85 47 167 139 
Adjusted general and administrative$144 $147 $428 $433 
Less: trivago general and administrative(1)
6 7 23 24 
Adjusted general and administrative excluding trivago$138 $140 $405 $409 
Total adjusted overhead expenses(3)
$602 $617 $1,819 $1,832 
Note: Some numbers may not add due to rounding.
(1) trivago amount presented without stock-based compensation as those are included with the consolidated totals above.
(2) Selling and marketing expense adjusted to add back B2C direct marketing spend on trivago eliminated in consolidation.
(3) Total adjusted overhead expenses is the sum of adjusted expenses for Selling and marketing - indirect, Technology and content, and General and administrative.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These forward-looking statements are based on assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as “believe,” “estimate,” “expect” and “will,” or the negative of these terms or other similar expressions, among others, generally identify forward-looking statements. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements and may include statements relating to future revenues, expenses, margins, profitability, net income (loss), earnings per share and other measures of results of operations and the prospects for future growth of Expedia Group, Inc.’s business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those described in the “Risk Factors” and “Management’s Discussion
Page 15 of 16

and Analysis of Financial Condition and Results of Operations” sections of our most recently filed periodic reports on Form 10-K and Form 10-Q, which are available on our investor relations website at ir.expediagroup.com and on the SEC website at www.sec.gov. All information provided in this release is as of November 7, 2024. Undue reliance should not be placed on forward-looking statements in this release, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

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v3.24.3
8-K Cover Page
Nov. 07, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 07, 2024
Entity Registrant Name EXPEDIA GROUP, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37429
Entity Tax Identification Number 20-2705720
Entity Address, Address Line One 1111 Expedia Group Way W.
Entity Address, City or Town Seattle
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98119
City Area Code 206
Local Phone Number 481-7200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.0001 par value
Trading Symbol EXPE
Entity Emerging Growth Company false
Entity Central Index Key 0001324424
Amendment Flag false
Security Exchange Name NASDAQ
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