AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 31/10/2026
Moat31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · Broad supply, completed platform consolidation and API-led growth demonstrate useful capabilities. Cancelable listings, supplier multichannel distribution and substantial rival inventory leave structural protection weak; growth alone does not establish reinforcing network effects.
durability · 1/4 · The implemented platform, loyalty rollout and 10-year lodging supply relationship provide some persistence. Cancelable listings, hotel direct-booking benefits and rival loyalty offerings constrain durable protection. The single supply agreement does not establish broad exclusivity.
customer dependency · 1/4 · Historical loyalty cohorts show preference rather than captivity. Listings are typically cancelable and property managers operate their own sites alongside platforms. API growth establishes adoption, without disclosed migration costs or renewal dependency.
erosion resilience · 2/4 · Room-night growth, payment efficiencies and improved operating results demonstrate current resilience. Heavy search reliance, Google's competing products and disclosed adverse AI-search effects remain active erosion channels. Current growth weighs against treating those pressures as business-wide failure.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Annual B2C revenue margin fell from 11.4% to 11.3% in 2025 and B2B from 13.8% to 13.6%; air revenue per ticket also declined. First-half 2026 B2C revenue margin was flat at 10.0%, while B2B rose from 12.2% to 12.5%. These are mixed monetization outcomes, with percentage-based supplier remuneration and mix preventing attribution to unilateral price increases.
retention · 2/4 · Historical issuer observations of higher loyalty-member and app-user repeat rates, One Key migration, API growth and growing room nights support repeat-demand relevance. Current retention is assessed indirectly; growth does not separate repeat customers from acquisition. Direct-booking benefits and cancelable listings constrain pricing-related loyalty.
margin resilience · 3/4 · Operating income increased from $1.033 billion in 2023 to $1.871 billion in 2025. First-half 2026 revenue outgrew major operating cost lines, with disclosed payment efficiencies. Lower impairments and a first-half legal-reserve benefit contributed. This demonstrates operating resilience, without establishing pricing as its sole cause or proving a moat.
contractual freedom · 2/4 · Negotiated percentage-based supplier agreements and a separate Vrbo traveler service fee establish some ability to monetize transactions. Property owners retain pricing latitude and listings are typically cancelable. Broad unilateral fee-reset rights or control over accommodation prices are not established.
Predictability88
5 consecutive published annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 12.01
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 7.43
- observedAnnualPeriods
- 5.00
Financial strength56
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or reported pretax profit plus reported gross interest expense. Reported EBIT is distinct from GAAP operating income and gross interest. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 85.99
- netDebtEbitGrade
- 92.00
- interestCoverageGrade
- 47.80
- currentRatioGrade
- 0.00
- Debt / FCF (x)
- 1.98
- Net debt / operating income (x)
- 0.40
- Interest coverage (x)
- 6.26
- Current ratio (x)
- 0.73
Capital allocation98
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or EBIT calculated from reported pretax profit plus reported gross interest expense; the issuer-reported EBIT is distinct from GAAP operating income and gross interest; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. ROIC remains undefined for nonpositive invested capital; the explicit asset-return alternative does not change the ROIC chart. Missing financial inputs alone never trigger an alternative. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 30.77
- 3-year average dilution (%)
- -7.14
- 3-year average SBC / revenue (%)
- 3.09
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 3/4 · In 2025, $3.880 billion of operating cash flow covered $770 million of capital expenditure, $1.930 billion of treasury purchases and $200 million of dividends. Repurchases exceeded equity issuance, and first-half 2026 debt payments exceeded new-note proceeds. Merchant working-capital inflows materially support cash generation; repurchase valuation, recent acquisition returns and cumulative investment write-downs limit the conclusion.
incentive alignment · 2/4 · Actual outcomes are mixed: 2022 PSUs vested zero shares and 2023 PSUs vested after the specified stock-price performance outcome, but 2021 awards were modified after missing their threshold to allow partial payout. Adopted 2025 awards use financial performance checkpoints and a three-year service condition. Future vesting and actual executive ownership compliance remain unestablished.
execution · 3/4 · Completed stack migration, API-led B2B growth, realized payment efficiencies, room-night growth and improved operating results demonstrate strong execution. Attribution to individual managers is indirect and spans leadership teams; impairment and legal-reserve changes explain part of earnings improvement.
governance · 2/4 · Seven of eleven directors are independent, standing oversight committees are independent, related-party arrangements received actual Audit Committee approval and shareholders approved compensation on an advisory basis in June 2026. These safeguards coexist with unequal voting rights, strong chairman-removal protections and retrospective incentive modification.
Evidence
At the end of 2025, we had approximately 3.6 million lodging properties available, including approximately 2.4 million online bookable alternative accommodations through Vrbo, approximately 1.2 million hotels and alternative accommodations through our other brands, over 500 airlines, packages, rental cars, cruises, insurance, as well as activities and experiences.
2025 Form 10-K, Business: available travel supply · Filed 13/02/2026
B2B gross bookings grew globally with Rapid API the largest contributor to growth.
June 2026 Form 10-Q, operating metrics: global B2B and Rapid API growth · Filed 06/08/2026
1
Table of Contents
Moreover, to streamline activities and enhance focus on our core businesses, we shut down or sold a number of businesses since the beginning of 2020, including Egencia, a travel management company focused on corporate travel, in November 2021 and shifted to a 10-year lodging supply agreement with its purchaser, American Express Global Business Travel (“GBT”).
2025 Form 10-K, Historical Development: Egencia disposal and lodging supply agreement · Filed 13/02/2026
Under pay-per-booking arrangements, each booking is a separate contract as listings are typically cancelable at any time and the related revenue, net of amounts paid to property owners, is recognized at check in, which is the point in time when our service to the traveler is complete.
2025 Form 10-K, revenue recognition: cancelable pay-per-booking listings · Filed 13/02/2026
Other competitors have arisen, including alternative accommodation property managers, who operate their own booking sites in addition to listing on Airbnb, Vrbo, and Booking.com.
June 2026 Form 10-Q, competition: property managers' own sites and platform listings · Filed 06/08/2026
Our B2B business has grown significantly but faces competition from other online travel agencies (“OTAs”) with B2B offerings, as well as other competitors such as independent B2B providers.
June 2026 Form 10-Q, competition: B2B offerings · Filed 06/08/2026
At December 31, 2025, Booking.com offered accommodation reservation services for approximately 4.4 million properties in over 220 countries and territories and in over 40 languages, consisting of approximately 500,000 hotels, motels, and resorts and approximately 3.9 million homes, apartments, and other unique places to stay.
Booking Holdings 2025 Form 10-K, Business: Booking.com inventory; competitor comparison only · Filed 18/02/2026
With that goal in mind, we focused towards increasing customer loyalty and app adoption as loyalty members and app users typically experience higher repeat rates, gross profits and bookings relative to non-loyalty members and non-app users.
2023 Form 10-K, strategy: historical loyalty-member and app-user repeat behavior · Filed 09/02/2024
More recently, we unified our existing loyalty programs into one global rewards platform called One Key spanning our core consumer brands, which launched in the United States in 2023, United Kingdom in 2024 and to a number of new markets across the globe on Brand Expedia in 2025 with the majority of Expedia Rewards members now migrated to the new program.
2025 Form 10-K, Business: One Key rollout and member migration · Filed 13/02/2026
In the meantime, certain hotel chains have been focusing on driving direct bookings on their own websites and mobile applications by advertising lower rates than those available on third-party websites as well as incentives such as loyalty programs, increased or exclusive product availability and complimentary benefits.
March 2026 Form 10-Q, competition: hotel direct-booking rates and benefits · Filed 08/05/2026
•expanding Booking.com's Genius loyalty program across verticals and continuing to improve loyalty programs across our brands to provide a more personalized experience for consumers and incremental value to partners;
Booking Holdings 2025 Form 10-K, strategic initiatives: Genius loyalty program; competitor comparison only · Filed 18/02/2026
We rely heavily on internet search engines, such as Google, through the purchase of travel-related keywords and through organic search, to generate a significant portion of the traffic to our websites and the websites of our affiliates.
2024 Form 10-K, risk: reliance on internet search engines · Filed 07/02/2025
In addition, the emergence of AI search platforms and changing consumer behavior adversely affect search traffic and margins.
2025 Form 10-K, risk: adverse AI-search effects on traffic and margins · Filed 13/02/2026
As part of our platform operating model strategy, we migrated both the Hotels.com and Vrbo front-end stacks onto the Brand Expedia stack and created one unified front-end stack in 2023, which increases our test-and-learn capacity and feature release velocity while also providing a scalable and efficient base to operate upon.
2023 Form 10-K, platform strategy: completed front-end stack migration · Filed 09/02/2024
Cost of revenue increased $26 million and $46 million during the three and six months ended June 30, 2026 compared to the same periods in 2025, but decreased as a percentage of revenue during the period driven by continued efficiencies in payments.
June 2026 Form 10-Q, Results of Operations: payment efficiencies · Filed 06/08/2026
Operating Income Year ended December 31, % Change 2025 2024 2023 2025 vs 2024 2024 vs 2023 ($ in millions) Operating income $ 1,871 $ 1,319 $ 1,033 42 % 28 % % of revenue 12.7 % 9.6 % 8.0 % In 2025, the increase in operating income was primarily due to growth in revenue in excess of operating costs and lower impairment charges in the current period, partially offset by the higher legal reserves, occupancy tax and other charges discussed above.
2025 Form 10-K, Results of Operations: operating income and contributing factors · Filed 13/02/2026
CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except share and per share data) (Unaudited) Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Revenue $ 4,315 $ 3,786 $ 7,741 $ 6,774 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) (1) 403 377 780 734 Selling and marketing - direct 2,119 1,920 3,975 3,677 Selling and marketing - indirect (1) 217 213 419 412 Technology and content (1) 325 325 649 645 General and administrative (1) 204 197 400 377 Depreciation and amortization 228 223 456 442 Legal reserves, occupancy tax and other 6 2 (58) 2 Restructuring and related reorganization charges(1) 13 44 69 70 Operating income 800 485 1,051 415 Other income (expense): Interest income 73 74 133 128 Interest expense (61) (58) (172) (116) Other, net 215 (78) 40 (221) Total other income (expense), net 227 (62) 1 (209) Income before income taxes 1,027 423 1,052 206 Provision for income taxes (152) (101) (189) (81) Net income 875 322 863 125 Net loss attributable to non-controlling interests 3 8 9 5 Net income attributable to Expedia Group, Inc.
June 2026 Form 10-Q, consolidated statements of operations · Filed 06/08/2026
Selling and marketing - direct increased $199 million and $298 million during the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily driven by an increase in B2B partner commissions to support revenue growth.
June 2026 Form 10-Q, Results of Operations: B2B partner commissions · Filed 06/08/2026
In addition to the growth of online travel agencies, we have seen continued interest in the online travel industry from search engine companies such as Google, evidenced by continued product enhancements, and prioritizing its own AdWords and metasearch products such as Google Travel, Google Flights and Hotel Ads, in search results.
June 2026 Form 10-Q, Online Travel: Google's competing search products · Filed 06/08/2026
Gross Bookings and Revenue Margin
Year ended December 31,
% Change
2025
2024
2023
2025 vs 2024
2024 vs 2023
($ in millions)
Gross Bookings
B2C
$
83,867
$
81,149
$
79,525
3
%
2
%
B2B
35,723
29,772
24,554
20
%
21
%
trivago (1)
—
—
—
N/A
N/A
Total gross bookings
$
119,590
$
110,921
$
104,079
8
%
7
%
Revenue margin
B2C
11.3
%
11.4
%
11.5
%
B2B
13.6
%
13.8
%
13.8
%
trivago (1)
N/A
N/A
N/A
Total revenue margin (1)
12.3
%
12.3
%
12.3
%
___________________________________
2025 Form 10-K, Gross Bookings and Revenue Margin: 2023–2025 segment results · Filed 13/02/2026
24
Table of Contents
Gross Bookings and Revenue Margin
Three months ended June 30,
Six months ended June 30,
2026
2025
% Change
2026
2025
% Change
($ in millions)
($ in millions)
Gross Bookings
B2C
$
23,186
$
21,565
8
%
$
47,970
$
44,180
9
%
B2B
10,742
8,844
21
%
21,488
17,680
22
%
trivago (1)
—
—
N/A
—
—
N/A
Total gross bookings
$
33,928
$
30,409
12
%
$
69,458
$
61,860
12
%
Revenue Margin
B2C
11.5
%
11.5
%
10.0
%
10.0
%
B2B
13.9
%
13.7
%
12.5
%
12.2
%
trivago (1)
N/A
N/A
N/A
N/A
Total revenue margin (1)
12.7
%
12.4
%
11.1
%
10.9
%
____________________________
(1)trivago, which is comprised of a hotel metasearch business that differs from our transaction-based websites, does not have associated gross bookings or revenue margin.
June 2026 Form 10-Q, Gross Bookings and Revenue Margin: quarterly and first-half results · Filed 06/08/2026
22
Table of Contents
Gross Bookings and Revenue Margin
Three months ended March 31,
2026
2025
% Change
($ in millions)
Gross Bookings
B2C
$
24,784
$
22,615
10
%
B2B
10,746
8,836
22
%
trivago (1)
—
—
N/A
Total gross bookings
$
35,530
$
31,451
13
%
Revenue Margin
B2C
8.5
%
8.6
%
B2B
11.0
%
10.7
%
trivago (1)
N/A
N/A
Total revenue margin (1)
9.6
%
9.5
%
____________________________
(1)trivago, which is comprised of a hotel metasearch business that differs from our transaction-based websites, does not have associated gross bookings or revenue margin.
March 2026 Form 10-Q, Gross Bookings and Revenue Margin · Filed 08/05/2026
Since our hotel and alternative accommodation supplier agreements are generally negotiated on a percentage basis, any increase or decrease in ADRs has an impact on the revenue we earn per room night.
March 2026 Form 10-Q, supplier agreements: percentage-based remuneration and ADR exposure · Filed 08/05/2026
Pay-per-booking arrangements are commission-based where rental property owners and managers bear the inventory risk, have latitude in setting the price and compensate Vrbo for facilitating bookings with travelers.
2025 Form 10-K, Vrbo commission arrangements: property-owner pricing latitude · Filed 13/02/2026
Vrbo also charges a traveler service fee at the time of booking.
2025 Form 10-K, Vrbo traveler service fee · Filed 13/02/2026
Booked room nights for our lodging business increased 6% for both the three and six months ended June 30, 2026, which was led by continued strength at B2B.
June 2026 Form 10-Q, operating metrics: booked room-night growth · Filed 06/08/2026
CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, 2025 2024 2023 (In millions) Operating activities: Net income $ 1,301 $ 1,224 $ 688 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of property and equipment, including internal-use software and website development 847 781 748 Amortization of stock-based compensation 398 458 413 Amortization of intangible assets 40 57 59 Impairment of goodwill and intangible assets — 147 426 Deferred income taxes 78 74 62 Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net (120) 95 (16) Realized (gain) loss on foreign currency forwards, net (128) 40 — (Gain) loss on minority equity investments, net 167 (289) (16) Other 124 79 55 Changes in operating assets and liabilities, net of effects from acquisitions and dispositions: Accounts receivable (983) (467) (741) Prepaid expenses and other assets (3) 67 98 Accounts payable, merchant 155 (10) 332 Accounts payable, other, accrued expenses and other liabilities 163 (11) 101 Tax payable/receivable, net (17) 46 (91) Deferred merchant bookings 1,858 794 572 Net cash provided by operating activities 3,880 3,085 2,690 Investing activities: Capital expenditures, including internal-use software and website development (770) (756) (846) Purchases of investments (628) (549) (28) Sales and maturities of investments 747 78 49 Other, net 120 (35) 25 Net cash used in investing activities (531) (1,262) (800) Financing activities: Proceeds from issuance of long-term debt, net of issuance costs 985 — — Payment of long-term debt (1,044) — — Purchases of treasury stock (1,930) (1,839) (2,137) Payment of dividends to stockholders (200) — — Proceeds from exercise of equity awards and employee stock purchase plan 50 116 101 Other, net 3 (22) (60) Net cash used in financing activities (2,136) (1,745) (2,096) Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents 189 (165) 16 Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents 1,402 (87) (190) Cash, cash equivalents and restricted cash and cash equivalents at beginning of year 5,574 5,661 5,851 Cash, cash equivalents and restricted cash and cash equivalents at end of year $ 6,976 $ 5,574 $ 5,661 Supplemental cash flow information Cash paid for interest $ 213 $ 231 $ 231 Income tax payments, net 218 184 281 See notes to consolidated financial statements.
2025 Form 10-K, consolidated statements of cash flows · Filed 13/02/2026
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In millions, except share and per share data) Common stock Class B common stock Additional paid-in capital Treasury stock - Common and Class B Retained earnings (deficit) Accumulated other comprehensive income (loss) Non-redeemable non-controlling interest Total Shares Amount Shares Amount Shares Amount Balance as of December 31, 2022 278,264,235 $ — 12,799,999 $ — $ 14,795 137,783,429 $ (10,869) $ (1,409) $ (234) $ 1,445 $ 3,728 Net income (loss) 797 (109) 688 Other comprehensive income, net of taxes 25 2 27 Proceeds from exercise of equity instruments and employee stock purchase plans 3,884,341 — 101 101 Withholding taxes for stock options (7) (7) Treasury stock activity related to vesting of equity instruments 973,946 (106) (106) Common stock repurchases 19,145,610 (2,031) (2,031) Other changes in ownership of non-controlling interests 16 (86) (70) Stock-based compensation expense 474 474 Other 19 — (17) (20) (18) Balance as of December 31, 2023 282,148,576 — 12,799,999 — 15,398 157,902,985 (13,023) (632) (209) 1,252 2,786 Net income (loss) 1,234 (10) 1,224 Other comprehensive loss, net of taxes (23) (5) (28) Proceeds from exercise of equity instruments and employee stock purchase plans 5,360,219 — 116 116 Withholding taxes for stock options (2) (2) Treasury stock activity related to vesting of equity instruments 1,539,783 (206) (206) Common stock repurchases 12,071,915 (1,616) (1,616) Other changes in ownership of non-controlling interests — — 5 5 Stock-based compensation expense 531 531 Other — — (11) — (11) Balance as of December 31, 2024 287,508,795 — 12,799,999 — 16,043 171,514,683 (14,856) 602 (232) 1,242 2,799 Net income 1,294 7 1,301 Other comprehensive income, net of taxes 41 10 51 Payment of dividends to common stockholders (declared at $1.60 per share) — (200) (200) Proceeds from exercise of equity instruments and employee stock purchase plans 3,938,782 — 50 50 Withholding taxes for stock options (19) (19) Treasury stock activity related to vesting of equity instruments 1,236,537 (257) (257) Common stock repurchases 8,998,160 (1,662) (1,662) Other changes in ownership of non-controlling interests 3 — 4 7 Stock-based compensation expense 488 488 Other — — (11) — (11) Balance as of December 31, 2025 291,447,577 $ — 12,799,999 $ — $ 16,565 181,749,380 $ (16,786) $ 1,696 $ (191) $ 1,263 $ 2,547 See notes to consolidated financial statements.
2025 Form 10-K, consolidated statements of changes in stockholders' equity · Filed 13/02/2026
For the six months ended June 30, 2026, net cash used in financing activities primarily included $1.8 billion of payments related to the redemption of our 5.0% Notes and our 0% Convertible Notes in February 2026 as discussed above as well as $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 as well as cash dividend payments of $116 million, partially offset by proceeds from the issuance of 5.5% senior notes with net proceeds of $986 million.
June 2026 Form 10-Q, financing cash flows: debt payments, repurchases and dividends · Filed 06/08/2026
Based on our meetings with stockholders, as well as the foregoing analyses, the Compensation Committee determined that the primary reason for the decline in support was related to its modification of the PSU awards granted to our executive officers in 2021 following the completion of the three-year performance period to provide for a partial payout of the target number of units subject to such awards, despite not having achieved the threshold performance level contemplated by the awards.
2026 proxy, compensation discussion: retrospective modification of 2021 PSUs · Filed 29/04/2026
As disclosed in our 2025 Proxy Statement, the Compensation Committee did not exercise its discretion to modify the 2022 PSU awards, which had a performance measurement period ending December 31, 2024, and resulted in zero shares vesting.
2026 proxy, compensation discussion: 2022 PSUs vested zero shares · Filed 29/04/2026
Further, in designing the 2025 PSU awards for our NEOs, the Compensation Committee adopted a new structure featuring three consecutive one-year measurement periods, each tied to pre-established financial performance metrics (annual revenue growth and Adjusted EBITDA margin growth for the first annual measurement period).
2026 proxy, compensation discussion: adopted 2025 PSU structure · Filed 29/04/2026
This design provides more frequent performance checkpoints and creates an annual linkage between Company financial results and executive pay outcomes, while preserving the long-term retention incentive of a “cliff” vesting date at the conclusion of the three-year continuing service period.
2026 proxy, compensation discussion: three-year continuing-service condition · Filed 29/04/2026
In January 2026, the Compensation Committee determined that, based on an ending price of $269.26 (the 30-day trailing average trading price of Expedia Group’s common stock through December 31, 2025), Expedia Group’s actual stock price CAGR over the three-year performance period exceeded 20% and, consequently, 200% of the target number of PSUs subject to these awards had been earned.
2026 proxy, 2023 PSU awards: certified performance outcome · Filed 29/04/2026
The earned PSUs vested and were settled on February 15, 2026.
2026 proxy, 2023 PSU awards: February 2026 vesting and settlement · Filed 29/04/2026
Director Independence. The Board of Directors has determined that seven of the Board’s current 11 directors are “independent directors” as defined under the Marketplace Rules of The Nasdaq Stock Market (the "Marketplace Rules") and that the members of the Audit and Compensation Committees have also satisfied the separate independence requirements applicable to audit committee and compensation committee members under SEC rules and Marketplace Rules.
2026 proxy, Director Independence: seven independent directors · Filed 29/04/2026
The Board has standing Audit, Compensation, and Nominating Committees, each solely composed of independent directors, as well as an Executive Committee.
2026 proxy, Corporate Governance: independent standing committees · Filed 29/04/2026
The foregoing arrangements and agreements were reviewed and approved by the Audit Committee of our Board of Directors, which determined that the terms were commercially reasonable and consistent with the best interests of the Company and its stockholders.
2026 proxy, related-person transactions: actual Audit Committee approval · Filed 29/04/2026
Common stock is entitled to 1 vote per share and Class B common stock is entitled to 10 votes per share.
2025 Form 10-K, Stockholders' Equity: unequal voting rights · Filed 13/02/2026
Expedia Group’s amended and restated certificate of incorporation provides that the Chairman of the Board may only be removed without cause by the affirmative vote of at least 80% of the entire Board of Directors, which provision may not be amended, altered changed or repealed, or any provision inconsistent therewith adopted, without the approval of at least (1) 80% of the entire Board of Directors and (2) 80% of the voting power of Expedia Group’s outstanding voting securities, voting together as a single class.
2025 Form 10-K, governance: chairman-removal protections · Filed 13/02/2026
Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement by voting as follows:
For
Against
Abstain
Broker Non-Votes
129,923,391
15,369,867
3,710,321
9,467,308
Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm.
June 2026 meeting-results Form 8-K: advisory compensation vote · Filed 23/06/2026
Air revenue decreased 5% in 2025 primarily due to lower revenue per ticket, partially offset by an increase in air tickets sold.
2025 Form 10-K, Revenue: lower revenue per air ticket · Filed 13/02/2026
Depreciation of property and equipment, including internal-use software and website development
438
420
Amortization of intangible assets
18
22
Amortization of stock-based compensation
217
203
Deferred income taxes
83
1
Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net
31
(137)
Realized (gain) loss on foreign currency forwards, net
185
(160)
(Gain) loss on minority equity investments, net
(125)
258
Other, net
32
43
Changes in operating assets and liabilities:
Accounts receivable
(1,654)
(1,759)
Prepaid expenses and other assets
(230)
(250)
Accounts payable, merchant
283
119
Accounts payable, other, accrued expenses and other liabilities
282
296
Tax payable/receivable, net
(12)
(6)
Deferred merchant bookings
4,998
4,898
Net cash provided by operating activities
5,409
4,073
Investing activities:
Capital expenditures, including internal-use software and website development
(383)
(396)
Purchases of investments
(760)
(428)
Sales and maturities of investments
335
441
Proceeds from exchange of cross-currency interest rate swaps
692
—
Payments for exchange of cross-currency interest rate swaps
(692)
—
Acquisitions and other, net
(400)
163
Net cash used in investing activities
(1,208)
(220)
Financing activities:
Proceeds from issuance of long-term debt, net of issuance costs
986
985
Payments related to long-term debt
August 2026 earnings release, first-half consolidated cash flows: working capital and investment spending · Filed 05/08/2026
estimated exit event timing. As of June 30, 2026, total cumulative adjustments made to the initial cost basis of these investments included $164 million in unrealized downward adjustments (including impairments).
June 2026 Form 10-Q, minority investments: cumulative downward adjustments · Filed 06/08/2026
