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| Debt | Debt The following table sets forth our outstanding debt:
_______________ (1)Net of applicable discounts and debt issuance costs. Senior and Convertible Notes April 2026 Senior Notes Issuance. In April 2026, we issued $1 billion of registered senior unsecured notes, which bear interest at 5.5% and are due in April 2036 (the “5.5% Notes”). The 5.5% Notes were issued at 99.384% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in April and October of each year, beginning October 15, 2026. At any time prior to January 15, 2036, we may redeem some or all of the 5.5% Notes by paying a “make-whole” premium plus accrued and unpaid interest, if any. On or after January 15, 2036, we may redeem some or all of the 5.5% Notes at par plus accrued and unpaid interest, if any. The net proceeds from the issuance of the 5.5% Notes were approximately $986 million after deducting the discount and debt issuance costs. Maturity of 5.0% Notes. In February 2026, our $750 million in senior unsecured notes that bore interest at 5.0% (the “5.0% Notes”) matured and the balance was repaid along with applicable accrued and unpaid interest. Maturity of Convertible Notes. For information related to our $1 billion aggregate principal amount of unsecured 0% convertible senior notes due 2026 (the “Convertible Notes”), see Note 7 – Debt of the Notes to Consolidated Financial Statements in our 2025 Form 10-K. Upon issuance and subsequent balance sheet-date reassessments through September 30, 2025, the conversion option on the Convertible Notes qualified for the equity scope exception under derivative accounting guidance because the Company had the option to deliver either cash, shares of our common stock or a combination of cash and shares of our common stock at our election. Under such exception, the conversion option is not required to be accounted for as a separate instrument. On November 12, 2025, the Company elected to irrevocably fix the settlement method to cash settlement. Upon that election, the conversion option no longer qualified for the exception and was deemed to be an embedded derivative which required bifurcation from the debt contract. Upon bifurcation of the conversion option, we recorded an embedded derivative liability at fair value of $119 million and a corresponding debt discount of $119 million reducing the carrying value of the Convertible Notes. The debt discount was amortized over the remaining term of the Convertible Notes using the straight-line method. The fair value of the embedded derivative liability (considered a "Level 2" fair value measurement; see Note 3 – Fair Value Measurements), was $126 million as of December 31, 2025 and was included in accrued expenses and other current liabilities on the consolidated balance sheet. The unamortized debt discount and debt issuance costs were $58 million as of December 31, 2025. In February 2026, upon maturity of the Convertible Notes, we paid approximately $1.1 billion in cash to repay the principal amount and settle our payment obligations in connection with conversion elections of the holders thereof, which included a conversion premium of approximately $78 million. We recognized the following net expense related to the conversion option on the Convertible Notes in our consolidated statement of operations:
For additional information about our other outstanding senior notes (collectively the “Senior Notes”), see Note 7 – Debt of the Notes to Consolidated Financial Statements in our 2025 Form 10-K. All of our outstanding Senior Notes are senior unsecured obligations issued by Expedia Group and, those outstanding as of December 31, 2025, were guaranteed by certain domestic Expedia Group subsidiaries prior to the termination of our prior credit facility in March 2026, as discussed below. These subsidiaries were automatically released from their guarantees upon Expedia Group’s entry into the new revolving credit facility in accordance with the terms of the applicable indentures governing the Senior Notes. The Senior Notes rank equally in right of payment with all of the existing and any future unsecured and unsubordinated obligations of Expedia Group. In addition, the Senior Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. The Senior Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to 101% of the principal plus accrued and unpaid interest. Accrued interest related to the Senior Notes was $80 million and $82 million as of June 30, 2026 and December 31, 2025. Estimated Fair Value. The total estimated fair value of our Senior Notes was approximately $5.4 billion and $5.2 billion as of June 30, 2026 and December 31, 2025. Additionally, the estimated fair value of the Convertible Notes was approximately $1.1 billion as of December 31, 2025. The fair value was determined based on quoted market prices in less active markets and is categorized accordingly as Level 2 in the fair value hierarchy. Credit Facility As of June 30, 2026, Expedia Group maintained a $2.5 billion revolving credit facility that matures in March 2031. As of June 30, 2026, we had no revolving credit facility borrowings outstanding. Loans under the revolving credit facility bear interest at a rate equal to an index rate plus a margin (a) in the case of term benchmark loans, ranging from 1.00% to 1.75% per annum, depending on Expedia Group’s credit ratings, and (b) in the case of base rate loans, ranging from 0.00% to 0.75% per annum, depending on Expedia Group’s credit ratings. A fee is payable quarterly in respect of undrawn commitments under the revolving credit facility at a rate ranging from 0.10% to 0.25% per annum, depending on Expedia Group’s credit ratings. The terms of the revolving credit facility require Expedia Group to not exceed a specified maximum consolidated leverage ratio as of the end of each fiscal quarter. The revolving credit facility has a $120 million letter of credit (“LOC”) sublimit, and the amount of LOCs issued under the facility reduced the credit amount available. Outstanding stand-by LOCs issued under the facility were $66 million as of June 30, 2026. The current facility was entered into in March 2026 and in connection Expedia Group terminated all outstanding commitments and repaid all outstanding obligations under our prior revolving credit facility. As of December 31, 2025, we had no revolving credit facility borrowings outstanding under the prior facility and $43 million of outstanding stand-by LOCs issued under it.
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