Sentences and paragraphs of EXPE's Risk Factors and MD&A, 10-K 2026-02-13 against 10-K 2025-02-07.
Each links to the text at sec.gov.
AddedRisk Factors
The market for the services we offer is intensely competitive and constantly evolving. We currently, or may in the future, compete globally with a wide variety of providers of travel-related services including:
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedRisk Factors
large online companies, including in search, social media, marketplace, Gen AI, and ride sharing;
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedRisk Factors
traditional travel agencies, corporate travel management service providers, wholesalers, and tour operators; companies offering AI agents powered by Gen AI that can perform or facilitate travel-related services, such as digital assistants; and B2B businesses offering competing software solutions and technology services, including those of other online travel agencies and global distribution systems.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedRisk Factors
Some of our competitors have significant advantages such as greater financial resources or name recognition, more advanced technology systems, more consumers and consumer data, more favorable offerings, including pricing and supply breadth, or may be able to leverage other aspects of their business for competitive advantage. For example, Google has used its search market position to promote its own travel services, potentially disintermediating our platform, and may be able to leverage the data it collects on users to the detriment of us and other OTAs.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedRisk Factors
The rapid emergence and adoption of generative and agentic AI is likely to further intensify competition for our services from established technology companies and new market entrants who may deploy AI-driven travel search, planning, and booking capabilities more effectively or rapidly than we can. If we are unable to successfully innovate and integrate advanced AI capabilities into our own products, or if consumer behavior shifts toward AI-driven platforms where we lack a significant presence, we may experience a loss of market share, reduced direct-booking rates, and increased marketing expenses as we compete for visibility. Any failure to effectively navigate this "agentic" revolution could have a material adverse effect on our business, financial condition, and results of operations.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedRisk Factors
Our OTA and alternative accommodation provider competitors are also increasingly expanding the range of travel services they offer, thereby further intensifying the competitive environment. In recent years, Airbnb has expanded into tours, activities, and hotel bookings, and discussed expansion into flight bookings, and Booking.com has expanded its flight booking services. Some competing metasearch websites have also looked to add various forms of direct or assisted booking functionality to their sites in direct competition with certain of our brands and other participants or existing competitors may begin to offer or expand other services to the travel industry that compete with the services we offer to our travelers, our travel industry affiliates and partners, or our corporate clients. In other cases, our competitors and potential competitors offer a variety of online services, many of which are used by consumers more frequently than online travel services or have created "super-apps" where consumers can use such various services without leaving the company's app. A competitor that has established other, more frequent online or app-based interactions with consumers may be able to more easily or cost-effectively acquire customers for its online travel services than we can.
Read it in 10-K 2026-02-13 at sec.gov ↗
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AddedRisk Factors
Our results of operations and financial positions have been negatively affected by our acceptance of fraudulent bookings made using payment options including credit and debit cards or fraudulently obtained loyalty points. We are sometimes held
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedRisk Factors
Integration & Execution Failures: Difficulty in integrating diverse technologies, cultures, and workforces, causing operational disruption, diversion of management attention or resources, loss of key talent, reduced productivity, and harm to relationships with customers, suppliers and other counterparties;
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedRisk Factors
Regulatory & Compliance Hurdles: Navigating complex antitrust, data privacy (GDPR, CCPA), and international regulatory approvals, potentially delaying or blocking transactions and incurring significant costs;
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedRisk Factors
Market & Competitive Disruption: Entering new markets or partnering with entities that face different competitive pressures, geopolitical instability, or shifts in consumer behavior, increasing complexity in our business;
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
The Company continues to operate in an increasingly complex business environment and global macroeconomic and geopolitical pressures, including trade disruptions, currency fluctuations and energy price volatility, contributed to this environment for the travel industry in 2025. We experienced weaker than expected travel demand in the United States in the first half of 2025 and, while conditions improved in the second half of the year, the market remains dynamic. If broader economic and regulatory uncertainties are intensified, travel behaviors may be impacted.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
These broader economic and regulatory uncertainties also extend to the global tax environment in which we operate. Domestic and international taxing authorities have in recent years become increasingly focused on ways to increase tax revenue, including the enactment of new taxes such as digital services taxes, and have become more aggressive in their interpretation and enforcement of existing tax laws, rules and regulations. We are in various stages of inquiry or audit with various tax authorities, some of which may require that we prepay any assessed taxes prior to contesting the validity of the assessment (“pay-to-play”) which will be repaid if we prevail in our challenge. However, any significant pay-to-play payment or litigation loss could negatively impact our liquidity.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
Other events that could have a negative impact on the travel industry and our businesses in the future are discussed in Part I, Item 1A, Risk Factors - "Declines or disruptions in the travel industry could adversely affect our business and financial performance."
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
obligation relating to the awards, that is when the travel service purchased with the loyalty award is satisfied. Both the actual standalone selling price of the underlying services and ultimate redemption rates could differ materially from our estimates due to a number of factors, including fluctuations in reward value, product utilization and divergence from historical member behavior.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
5.4% Senior Notes Issuance. In February 2025, we issued $1 billion of registered senior unsecured notes that bear interest at 5.40% and are due in February 2035 (the “5.40% Notes”). The 5.40% Notes were issued at a price of 99.316% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in February and August of each year. We used or expect to use the net proceeds of this offering for general corporate purposes, which may include, but not limited to: (i) repayment, prepayment, redemption or repurchase of outstanding debt, (ii) dividends and stock repurchases, and (iii) funding for working capital, capital expenditures and acquisitions.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
Redemption of 6.25% Senior Notes. In February 2025, we early redeemed all of our approximately $1 billion senior unsecured notes that bore interest at 6.25% and were due in May 2025 (the “6.25% Notes”), which resulted in the recognition of an immaterial loss on debt extinguishment from the write-off of debt issuance costs.
Read it in 10-K 2026-02-13 at sec.gov ↗
AddedMD&A
considerations. Shares repurchased under the authorized programs were as follows:Year ended December 31, 2025 2024 2023 Number of shares repurchased 9.0 million 12.1 million 19.1 million Average price per share $ 184.76 $133.85 $106.07 Total cost of repurchases (in millions)(1) $ 1,662 $1,616 $2,031
Read it in 10-K 2026-02-13 at sec.gov ↗