EX-99.2 3 exhibit992_q3x2024financia.htm EX-99.2 Document

Exhibit 99.2

trivago N.V.
Unaudited Condensed Consolidated Interim Financial Statements as of September 30, 2024

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trivago N.V.
Condensed consolidated statements of operations
(€ thousands, except per share amounts, unaudited)
Three months ended September 30,Nine months ended September 30,
2024202320242023
 Revenue91,844 105,201 227,289 251,324 
 Revenue from related party54,243 52,661 138,785 142,010 
 Total revenue146,087 157,862 366,074 393,334 
 Costs and expenses:
Cost of revenue, including related party, excluding amortization (1)
2,906 3,080 8,592 9,223 
Selling and marketing, including related party (1)(3)
113,567 121,684 304,632 281,914 
Technology and content, including related party (1)(2)(3)
12,335 12,011 37,754 36,877 
General and administrative, including related party (1)(3)
6,892 9,251 25,045 30,090 
Amortization of intangible assets (2)
— 34 23 101 
Impairment of intangible assets and goodwill30,000 196,127 30,000 196,127 
Operating loss(19,613)(184,325)(39,972)(160,998)
Other income/(expense)
Interest expense (4)(3)(13)(7)
Interest income827 1,837 2,710 4,126 
Other, net 419 (123)373 (337)
Total other income, net 1,242 1,711 3,070 3,782 
Loss before income taxes (18,371)(182,614)(36,902)(157,216)
Expense/(benefit) for income taxes (3,827)(35)(9,099)9,581 
Loss before equity method investments(14,544)(182,579)(27,803)(166,797)
Loss from equity method investments(887)(55)(954)(173)
Net loss(15,431)(182,634)(28,757)(166,970)
Earnings per share available to common stockholders:
Basic(0.04)(0.53)(0.08)(0.49)
Diluted(0.04)(0.53)(0.08)(0.49)
Shares used in computing earnings per share:
Basic349,118 343,806 349,199 343,919 
Diluted349,118 343,806 349,199 343,919 
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Three months ended September 30,Nine months ended September 30,
2024202320242023
(1) Includes share-based compensation as follows:
Cost of revenue31 37 90 108 
Selling and marketing115 135 347 327 
Technology and content333 541 1,002 1,327 
General and administrative1,707 2,380 4,378 6,469 
(2) Includes amortization as follows:
Amortization of internal use software and website development costs included in technology and content795 789 2,394 2,280 
Amortization of acquired technology included in amortization of intangible assets— 34 23 101 
(3) Includes related party expense as follows:
Selling and marketing16 20 26 68 
Technology and content440 397 1,122 1,211 
General and administrative12 — 43 24 
See accompanying notes
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trivago N.V.
Condensed consolidated statements of comprehensive loss
(€ thousands, unaudited)
Three months ended September 30,Nine months ended September 30,
2024202320242023
Net loss(15,431)(182,634)(28,757)(166,970)
Other comprehensive income/(loss):
Currency translation adjustments, net— 
Net reclassification of foreign currency translation adjustments into total other, net(218)— (62)— 
Total other comprehensive income/(loss)
(218)(59)
Comprehensive loss
(15,649)(182,630)(28,816)(166,963)
We have reclassified certain amounts related to our prior period results to conform to current period presentation. See accompanying notes.


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trivago N.V.
Condensed consolidated balance sheets
(€ thousands, except share and per share data, unaudited)
ASSETSAs of
September 30, 2024
As of
December 31, 2023
Current assets:
Cash and cash equivalents107,588 101,847 
Restricted cash342 342 
Accounts receivable, net of allowance for credit losses of €1,027 and €936 at September 30, 2024 and December 31, 2023, respectively
36,961 23,613 
Accounts receivable, related party30,645 19,094 
Short-term investments— 25,225 
Tax receivable2,545 6,774 
Prepaid expenses and other current assets4,527 11,032 
Total current assets182,608 187,927 
Property and equipment, net8,974 10,079 
Operating lease right-of-use assets40,474 42,273 
Equity method investments13,693 5,329 
Investments and other assets4,148 3,847 
Intangible assets, net45,345 75,614 
TOTAL ASSETS295,242 325,069 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable25,660 17,930 
Income taxes payable15 2,087 
Deferred revenue1,247 1,176 
Payroll liabilities2,450 2,619 
Accrued expenses and other current liabilities10,913 9,874 
Operating lease liability2,359 2,301 
Total current liabilities42,644 35,987 
Operating lease liability36,657 38,434 
Deferred income taxes16,641 26,549 
Other long-term liabilities9,189 9,075 
Stockholders’ equity:
Class A common stock, €0.06 par value - 1,523,230,720 shares authorized,112,201,030 and 110,919,270 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
6,732 6,655 
Class B common stock, €0.60 par value - 237,676,928 shares authorized, 237,476,895 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
142,486 142,486 
Reserves685,159 681,333 
Contribution from Parent122,307 122,307 
Accumulated other comprehensive income16 75 
Accumulated deficit(766,589)(737,832)
Total stockholders' equity 190,111 215,024 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY295,242 325,069 
We have reclassified certain amounts related to our prior period results to conform to current period presentation. See accompanying notes
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trivago N.V.
Condensed consolidated statements of changes in equity
(€ thousands, unaudited)
Three months ended September 30, 2024Class A common stockClass B common stockReservesRetained earnings
(accumulated
deficit)
Accumulated other
comprehensive
income/(loss)
Contribution from
Parent
Total stockholders' equity
Balance at July 1, 20246,714 142,486 683,476 (751,158)234 122,307 204,059 
Net loss(15,431)(15,431)
Other comprehensive loss (net of tax)(218)(218)
Share-based compensation expense1,832 1,832 
Issuance of common stock related to exercise of options and vesting of RSUs18 (18)— 
Withholdings on net share settlements of equity awards(131)(131)
Balance at September 30, 20246,732 142,486 685,159 (766,589)16 122,307 190,111 
Nine months ended September 30, 2024Class A common stockClass B common stockReservesRetained earnings
(accumulated
deficit)
Accumulated other
comprehensive
income/(loss)
Contribution from
Parent
Total stockholders' equity
Balance at January 1, 20246,655 142,486 681,333 (737,832)75 122,307 215,024 
Net loss(28,757)(28,757)
Other comprehensive loss (net of tax)(59)(59)
Share-based compensation expense4,807 4,807 
Issuance of common stock related to exercise of options and vesting of RSUs77 (77)— 
Withholdings on net share settlements of equity awards(904)(904)
Balance at September 30, 20246,732 142,486 685,159 (766,589)16 122,307 190,111 
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Three months ended September 30, 2023Class A common stockClass B common stockTreasury stock - Class A common stockReservesRetained earnings
(accumulated
deficit)
Accumulated other
comprehensive
income/(loss)
Contribution from
Parent
Total stockholders' equity
Balance at July 1, 20237,672 142,486 (19,960)865,554 (538,932)57 122,307 579,184 
Net loss(182,634)(182,634)
Other comprehensive income (net of tax)
Share-based compensation expense3,093 3,093 
Issuance of common stock related to exercise of options and vesting of RSUs53 (9)44 
Withholdings on net share settlements of equity awards(1,126)(1,126)
Treasury stock retirement(1,200)19,960 (18,760)— 
Dividend payables(184,381)(184,381)
Balance at September 30, 20236,525 142,486  683,131 (740,326)61 122,307 214,184 
Nine months ended September 30, 2023Class A common stockClass B common stockTreasury stock - Class A common stockReservesRetained earnings
(accumulated
deficit)
Accumulated other
comprehensive
income/(loss)
Contribution from
Parent
Total stockholders' equity
Balance at January 1, 20237,458 142,486 (19,960)863,987 (554,596)54 122,307 561,736 
Net loss(166,970)(166,970)
Other comprehensive income (net of tax)
Share-based compensation expense8,231 8,231 
Issuance of common stock related to exercise of options and vesting of RSUs267 (42)225 
Withholdings on net share settlements of equity awards(4,664)(4,664)
Treasury stock retirement(1,200)19,960 (18,760)— 
Dividend payables(184,381)(184,381)
Balance at September 30, 20236,525 142,486  683,131 (740,326)61 122,307 214,184 
See accompanying notes
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trivago N.V.
Condensed consolidated statements of cash flows
(€ thousands, unaudited)
Three months ended September 30,Nine months ended September 30,
2024202320242023
Operating activities:
Net loss(15,431)(182,634)(28,757)(166,970)
Adjustments to reconcile net loss to net cash provided by/(used in):
Depreciation (property and equipment and internal-use software and website development) 1,073 1,093 3,263 3,306 
Goodwill and intangible assets impairment loss30,000 196,127 30,000 196,127 
Share-based compensation 2,186 3,093 5,817 8,231 
Deferred income taxes (4,176)(4,580)(9,908)(4,629)
Other, net479 302 595 1,668 
Changes in operating assets and liabilities:
Accounts receivable, including related party(548)(2,068)(25,073)(18,550)
Prepaid expenses and other assets 1,543 3,094 7,392 (3,759)
Accounts payable (11,358)(6,046)8,101 6,543 
Taxes payable/receivable, net 545 (673)2,157 (10,470)
Other changes in operating assets and liabilities, net(580)(3,035)(272)883 
Net cash provided by/(used in) operating activities 3,733 4,673 (6,685)12,380 
Investing activities:
Investment in equity-method investee(10,211)— (10,211)— 
Proceeds from sales and maturities of investments— 25,000 25,225 45,000 
Capital expenditures, including internal-use software and website development (715)(921)(2,102)(2,617)
Other investing activities, net26 
Net cash provided by/(used in) investing activities (10,922)24,082 12,916 42,409 
Financing activities:
Payment of withholding taxes on net share settlements of equity awards(129)(2,561)(603)(4,363)
Proceeds from exercise of option awards— 44 — 225 
Other financing activities, net(19)(10)(56)(36)
Net cash used in financing activities(148)(2,527)(659)(4,174)
Effect of exchange rate changes on cash(93)67 169 (242)
Net increase/(decrease) in cash, cash equivalents and restricted cash(7,430)26,295 5,741 50,373 
Cash, cash equivalents and restricted cash at beginning of the period115,360 273,004 102,189 248,926 
Cash, cash equivalents and restricted cash at end of the period107,930 299,299 107,930 299,299 
Supplemental cash flow information:
Cash received for interest885 1,485 2,669 3,489 
Cash paid for taxes, net of (refunds)(236)5,943 (1,439)25,164 
We have reclassified certain amounts related to our prior period results to conform to current period presentation. See accompanying notes.
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trivago N.V.
Notes to the condensed consolidated financial statements (unaudited)
Note 1: Organization and basis of presentation
Description of business
trivago N.V., (“trivago” the “Company,” “us,” “we” and “our”) and its subsidiaries offer online meta-search for hotel and accommodation through online travel agencies (“OTAs”), hotel chains and independent hotels. Our search-driven marketplace, delivered on websites and apps, provides users with a tailored search experience via our proprietary matching algorithms. We generally employ a ‘cost-per-click’ (or “CPC”) pricing structure, allowing advertisers to control their own return on investment and the volume of lead traffic we generate for them. We also offer a ‘cost-per-acquisition’ (or “CPA”) pricing structure, whereby an advertiser pays us a percentage of the booking revenues that ultimately result from a referral.
During 2013, the Expedia Group, Inc. (formerly Expedia, Inc., the "Parent" or "Expedia Group") completed the purchase of a controlling interest in the Company. As of September 30, 2024, Expedia Group’s ownership interest and voting interest in trivago N.V. is 59.8% and 84.0%, respectively.
Basis of presentation
We have prepared the accompanying interim unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year.
Certain information and note disclosures normally included in the audited annual consolidated financial statements have been condensed or omitted in accordance with SEC rules. The condensed consolidated balance sheet as of December 31, 2023 was derived from our audited consolidated financial statements as of that date but does not contain all of the footnote disclosures from the annual financial statements. As such, these interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 20-F for the year ended December 31, 2023, previously filed with the Securities and Exchange Commission (“SEC”).
Certain amounts previously reported in the unaudited condensed consolidated financial statements have been reclassified in the accompanying unaudited condensed consolidated financial statements to conform to the current period's presentation. In the unaudited condensed consolidated statements of cash flows, the presentation of operating, investing, and financing activities are condensed. In the unaudited condensed statements of comprehensive income, net reclassifications of foreign currency translation adjustments in other comprehensive income/(loss) are now presented separately. Additionally, equity method investments are now presented as a separate line item in the unaudited condensed consolidated balance sheets.
Seasonality
We experience seasonal fluctuations in the demand for our services as a result of seasonal patterns in travel. For example, searches and consequently our revenue, are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. Our revenue typically decreases in the fourth quarter. We generally expect to experience higher return on Advertising Spend in the first and fourth quarter of the year as we typically expect to advertise less in the periods outside of high travel seasons. Seasonal fluctuations affecting our revenue also affect the timing of our cash flows. We typically invoice once per month, with customary payment terms. Therefore, our cash flow varies seasonally with a slight delay to our revenue, and is significantly affected by the timing of our advertising spending. Changes in the relative revenue share of our offerings in countries and areas where seasonal
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travel patterns vary from those described above may influence the typical trend of our seasonal patterns in the future.
Accounting estimates
We use estimates and assumptions in the preparation of our interim unaudited condensed consolidated financial statements in accordance with GAAP. Preparation of the interim unaudited condensed consolidated financial statements and accompanying notes requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements, as well as revenue and expenses during the periods reported. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our interim unaudited condensed consolidated financial statements include: leases, recoverability of indefinite-lived intangible assets, income taxes, and share-based compensation.

Note 2: Significant accounting policies
The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2024 are consistent with those discussed in Note 2 to the consolidated financial statements in our Annual Report on Form 20-F for the year ended December 31, 2023, except as updated below.
Non-marketable equity investments
We account for non-marketable equity investments over which we exercise significant influence but do not have control using the equity method. Under the equity method, investments are initially recognized at cost and adjusted to reflect the Company's interest in the investee's net earnings or losses, dividends received and other-than-temporary impairments. Losses are limited to the extent of the Company's investment in, advances to and commitments for the investee.
For equity investments without a readily determinable fair value, we have elected to use the measurement alternative of cost less impairment. The carrying amount is subsequently remeasured to its fair value when there are observable price changes in orderly transactions for an identical or similar investment or it is impaired. Any adjustments to the carrying amount are recorded in net income.
On a quarterly basis, we perform a qualitative assessment considering impairment indicators to evaluate whether these investments are impaired. Qualitative factors considered include industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, we prepare a quantitative assessment of the fair value of our equity investments, which may include using both the market and income approaches that require judgment and the use of estimates. When our assessment indicates that an impairment, that is also "other-than-temporary", exists, we write down our non-marketable equity investments to fair value.
Recent accounting pronouncements not yet adopted
Segment Reporting. In November 2023, the FASB issued ASU 2023-07, which modifies the disclosure and presentation requirements of reportable segments. The new guidance requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit and loss. In addition, the new guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The update is effective for fiscal periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statement disclosures.
Income Taxes. In December 2023, the FASB issued ASU 2023-09 to improve its income tax disclosure requirements. Under the new guidance, public business entities must annually disclose specific
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categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). The new standard is effective for fiscal periods beginning after December 15, 2024. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statement disclosures.
Certain risks and concentration of credit risk
Our business is subject to certain risks and concentrations including dependence on relationships with our advertisers, dependence on third-party technology providers, and exposure to risks associated with online commerce security. Our concentration of credit risk relates to depositors holding our cash and customers with significant accounts receivable balances.
Our customer base includes primarily OTAs, hotel chains and independent hotels. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or other security from our customers.
Expedia Group, our controlling shareholder, and its affiliates represent 36% and 38% of total revenues for the three and nine months ended September 30, 2024, respectively, compared to 33% and 36% in the same periods in 2023. Expedia Group and its affiliates represents 44% and 45% of total accounts receivable as of September 30, 2024 and December 31, 2023, respectively.
Booking Holdings and its affiliates represent 39% and 38% of total revenues for the three and nine months ended September 30, 2024, respectively, compared to 46% and 43% in the same periods in 2023. Booking Holdings and its affiliates represent 24% and 25% of total accounts receivable as of September 30, 2024 and December 31, 2023, respectively.
Deferred revenue
As of December 31, 2023, the deferred revenue balance was €1.2 million, €1.1 million of which was recognized as revenue during the nine months ended September 30, 2024.
Foreign currency transaction gains and losses
We record gains and losses in our unaudited condensed consolidated statements of operations related to the recurring remeasurement and settlement of transactions in foreign currencies other than the functional currency.
Foreign currency transaction gains and losses presented within net other income for the three and nine months ended September 30, 2024 were as follows:
Three months ended
September 30,
Nine months ended
September 30,
(in thousands)2024202320242023
Foreign exchange gains/(losses), net201 (124)310 (487)

Note 3: Other investments
On July 30, 2024, we entered into an investment for a 38.6% (30.0% fully-diluted by share options) ownership interest in Holisto Limited ("Holisto") for an aggregate price of €10.2 million, which includes the direct transaction costs incurred to acquire the investment. Concurrently, we received a share purchase option from Holisto granting trivago the right to purchase the remaining ownership stake, which would bring our total ownership interest to 100% on a fully-diluted basis. The option is exercisable within a period of 15 months following the close of the initial investment. Holisto is a technology-based online travel booking platform that operates the website “holisto.com”. We have the ability to exercise significant influence over Holisto through our representation on Holisto's Board of Directors, where we hold two of six seats. We do not have any rights, obligations or any relationships with regards to the other investors of Holisto.
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Our investment in Holisto is accounted for as an equity method investment recognized at a cost of €9.3 million, including the direct transaction costs, and is recorded in equity method investments in the unaudited condensed consolidated balance sheet as of September 30, 2024. Based on our current ownership of 38.6%, the carrying value of our equity method investment in Holisto was approximately €0.9 million higher than our share of interest in Holisto's underlying net assets. Additionally, we identified €5.5 million of intangible assets that will be amortized over the intangible assets' useful life and €2.9 million of tax basis differences to be recovered where appropriate. As a result, there is €9.3 million of equity method goodwill recognized as part of the overall investment account balance which will not be amortized. These amounts may be proportionately adjusted when diluted to our 30% fully diluted ownership stake.
We have elected to measure the share purchase option using the measurement alternative of cost less impairment. The option was recognized at a fair value of €0.9 million, which was determined using a Monte Carlo simulation model and is recorded in investments and other assets in the unaudited condensed consolidated balance sheet as of September 30, 2024.

Note 4: Fair value measurement
Financial assets measured at fair value on a recurring basis are classified using the fair value hierarchy in the tables below:
 September 30, 2024
(in thousands)Level 2
Cash equivalents:
Term deposits80,000 
Investments and other assets:
Term deposits1,351 
Total81,351 
December 31, 2023
(in thousands)Level 2
Cash equivalents:
Term deposits64,123 
Short-term investments:
Term deposits25,225 
Investments and other assets:
Term deposits1,351 
Total90,699 
We value our financial assets using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
We hold term deposit investments with financial institutions. We classify our term deposits within Level 2 in the fair value hierarchy because they are valued at amortized cost, which approximates fair value. Term deposits with a maturity of less than 3 months are classified as cash equivalents, those with a maturity of more than three months but less than one year are classified as short-term investments and those with a maturity of more than one year are classified as investments and other assets. Investments in term deposits with a maturity of more than one year are restricted by long-term obligations related to the campus building.
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Assets measured at fair value on a non-recurring basis
Our non-financial assets, such as intangible assets and property and equipment, as well as our non-marketable equity investments, including our equity method investments and investment accounted for under the measurement alternative, are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs.

Note 5: Prepaid expenses and other current assets
(in thousands)September 30, 2024December 31, 2023
Prepaid advertising451 6,429 
Other prepaid expenses3,153 4,393 
Assets held for sale248 — 
Other assets675 210 
Total4,527 11,032 
The long-term marketing sponsorship agreement which began in January 2021 contractually ended in June 2024. As of September 30, 2024, there is no balance pertaining to this contract included within prepaid advertising in the above table as compared to €4.0 million as of December 31, 2023.

Note 6: Property and equipment, net
September 30, 2024December 31, 2023
(in thousands)
Building and leasehold improvements4,121 4,117 
Capitalized software and software development costs31,889 30,065 
Computer equipment15,344 15,375 
Furniture and fixtures3,032 2,999 
Subtotal54,386 52,556 
Less: accumulated depreciation45,412 42,477 
Property and equipment, net8,974 10,079 

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Note 7: Intangible assets, net
September 30, 2024December 31, 2023
(in thousands)
Intangible assets with indefinite lives
45,345 75,345 
Intangible assets with definite lives, net
— 269 
Total
45,345 75,614 
Our indefinite-lived intangible assets relate principally to trade names, trademarks and domain names.
For the period ended September 30, 2024, we recorded an impairment charge to our indefinite-lived intangible assets of €30.0 million. The impairment was driven by the decline in revenue observed in 2024 compared to the prior year primarily resulting from the headwinds in our performance marketing channels that have delayed our previously expected growth and continued uncertainty in respect of the overall economic environment. Share price declines observed during 2024 have also reduced our total market capitalization relative to our net assets.
For the period ended September 30, 2023, we recorded an impairment charge to our indefinite-lived intangible assets of €14.2 million. The impairment was driven by adjustments made to our profitability outlook arising from the announced strategy shift to long-term growth, uncertainty in our operating environment, and the continued uncertainty in respect of the overall economic environment.
We base our measurement of the fair value of our indefinite-lived intangible assets using the relief-from-royalty method. This method assumes that these assets have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. The significant estimates used in this method include estimating and selecting appropriate royalty rate, discount rate and revenue growth rates.
Impairment losses for indefinite-lived intangible assets are included in impairment of intangible assets and goodwill in our unaudited condensed consolidated statements of operations. Accumulated impairment losses of indefinite-lived intangible assets were €124.2 million as of September 30, 2024 and €94.2 million as of December 31, 2023.
As of September 30, 2024, our intangible assets with definite lives were classified as held for sale and are presented in prepaid expenses and other current assets in the unaudited condensed consolidated balance sheet.
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Note 8: Share-based awards and other equity instruments
Amendments to the 2016 Omnibus Incentive Plan
Effective July 15, 2024, the maximum number of Class A shares available for issuance under the 2016 Omnibus plan is 80,161,948 Class A shares, which does not include any Class B share conversions. Class A shares issuable under the 2016 Plan are represented by ADSs for such Class A shares.
Share-based compensation expense
The following table presents the amount of share-based compensation expense included in our unaudited condensed consolidated statements of operations during the periods presented:
Three months ended
September 30,
Nine months ended
September 30,
(in thousands)2024202320242023
Equity classified awards
1,832 3,093 4,807 8,231 
Liability classified awards
354 — 1,010 — 
Total share-based compensation expense2,186 3,093 5,817 8,231 
Share-based award activity
The following table presents a summary of our share option activity for the nine months ended September 30, 2024:
OptionsWeighted
average
exercise
price
Remaining
contractual
life
Aggregate
intrinsic
value
(in €)(In years)(€ in thousands)
Balance as of January 1, 202430,917,455 2.25 73,074 
Granted9,810,235 0.31 
Exercised(1)
945,120 0.06 
Cancelled4,956,975 6.18 
Balance as of September 30, 202434,825,595 1.00 72,644 
Exercisable as of September 30, 20248,133,725 3.25 11544 
(1) Inclusive of 587,445 options withheld due to net share settlements to satisfy required employee tax withholding requirements. Potential shares which had been convertible under options that were withheld under net share settlements remain in the authorized but unissued pool under the 2016 Omnibus Incentive Plan and can be issued by the Company. Total payments for the employees' tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows.
The following table summarizes information about share options vested and expected to vest as of September 30, 2024:
Fully Vested and Expected to VestOptionsWeighted
average
exercise
price
Remaining
contractual
life
Aggregate
intrinsic
value
(in €)(In years)(€ in thousands)
Outstanding23,945,595 1.31 81,831 
Currently Exercisable8,133,725 3.25 11544 
On April 1, 2024, 2,720,000 market-based and 4,080,000 service-based Class A share options were granted to the new Chief Financial Officer. The market-based awards cliff vest at the end of the
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performance period on April 1, 2028. The market condition is based upon trivago's volume-weighted average share price that determines the number of shares earned. The service-based options vest annually over three years beginning on April 1, 2025 in equal increments.
Also on April 1, 2024, a modification was made to the options originally granted to the Managing Directors on May 9, 2023 and subsequently modified on November 2, 2023. The strike price for 6,120,000 market-based and 9,180,000 service-based Class A share options was further reduced from the reduction made on November 2, 2023 as a result of the extraordinary dividend paid in 2023. Additionally, there were updates made to the market condition that determines the number of shares earned. As a result of the modification, additional incremental compensation cost of €1.7 million will be recorded over the remaining service periods for these awards.
The following table presents a summary of our restricted stock unit (RSU) activity for the nine months ended September 30, 2024:
RSUsWeighted Average Grant Date Fair ValueRemaining contractual life
(in €)(in years)
Balance as of January 1, 20242,202,775 1.79 6
Granted5,022,875 0.47 
Vested(1)
1,874,950 1.33 
Cancelled543,240 1.07 
Balance as of September 30, 20244,807,460 0.67 6
(1) Inclusive of 950,865 RSUs withheld due to net share settlements to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlements remain in the authorized but unissued pool under the 2016 Omnibus Incentive Plan and can be issued by the Company. Total payments for the employees' tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows.

Note 9: Income taxes
Income tax benefit was €3.8 million during the three months ended September 30, 2024, compared to income tax expense of €35 thousand in the same period in 2023. The total weighted-average tax rate was 34.8% during the three months ended September 30, 2024, which was mainly driven by the German statutory tax rate of approximately 31.2% and the estimated permanent effects for the full year. Our effective tax rate during the three months ended September 30, 2024 was 20.8%, compared to (2.4)% in the same period in 2023. The difference in effective tax rate during the three months ended September 30, 2024 compared to the same period in 2023 is primarily related to the goodwill impairment recognized in the prior year, which is not deductible for tax purposes, the lower amount of trademark impairment recognized in the prior year, and the difference in pre-tax profit and loss position between the two periods.
Income tax benefit was €9.1 million during the nine months ended September 30, 2024, compared to income tax expense of €9.6 million during the nine months ended September 30, 2023. Our effective tax rate for the nine months ended September 30, 2024 was 24.7%, compared to (6.1)% in the same period in 2023. The difference in effective tax rate during the nine months ended September 30, 2024 compared to the same period in 2023 is primarily related to the goodwill impairment recognized in the prior year, which is not deductible for tax purposes, the lower amount of trademark impairment recognized in the prior year, and the difference in pre-tax profit and loss position between the two periods.
The difference between the weighted average tax rate and the effective tax rate for the three and nine months ended September 30, 2024 is primarily attributable to the share-based compensation expense, which is not deductible for tax purposes.
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An uncertain tax position in connection with unrecognized tax benefits relating to the deductibility of expenses amounted to €8.6 million as of September 30, 2024. A liability for these tax benefits is presented under other long-term liabilities in the unaudited condensed consolidated financial statements.

Note 10: Stockholders' equity
Class A and Class B Common Stock
Our authorized share capital amounts to €234.0 million and is divided into Class A and Class B common stock with par values of €0.06 and €0.60, respectively. As stated in our articles of association, each Class B shareholder can request the conversion one or more Class B shares at any time with the ratio of one Class B share to ten Class A shares. The shareholder will then transfer nine out of every ten Class A shares to the Company for no consideration, leaving the shareholder with one issued Class A share. Upon conversion, the number of authorized Class B shares decreases by the number converted and concurrently, the number of Class A shares increases by ten times the number of Class B shares converted in order to maintain our authorized share capital. At the time of our IPO in 2016, the number of authorized Class A and Class B shares was 700,000,000 and 320,000,000, respectively. These share counts have been adjusted accordingly with each conversion of Class B shares into Class A shares and the current share counts are reflected on the unaudited condensed consolidated balance sheets.
As of September 30, 2024, Class B shares are only held by Expedia Group and Rolf Schrömgens. Refer to Note 1: Organization and basis of presentation for Expedia Group's ownership interest and voting interest. The Class B shares held by Mr. Schrömgens as of September 30, 2024, had an ownership interest and voting interest of 8.1% and 11.4%, respectively.
The ratio of the Company's American Depositary Shares ('ADS') program is one ADS to five Class A shares.

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Note 11: Earnings per share
Basic and diluted earnings per share of Class A and Class B common stock is computed by dividing net income/(loss) by the weighted average number of Class A and Class B common stock outstanding during the same period. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method.

The following table presents our basic and diluted earnings per share:
Three months ended
September 30,
Nine months ended
September 30,
(€ thousands, except per share data)2024202320242023
Numerator:
Net loss(15,431)(182,634)(28,757)(166,970)
Denominator:
Weighted average shares of Class A and Class B common stock outstanding:
Basic349,118 343,806 349,199 343,919 
Diluted349,118 343,806 349,199 343,919 
Net loss per share:
Basic(0.04)(0.53)(0.08)(0.49)
Diluted(0.04)(0.53)(0.08)(0.49)
For the three and nine months ended September 30, 2024 and 2023, diluted weighted average common shares outstanding does not include the effects of the exercise of outstanding share options and RSUs as the inclusion of these instruments would have been anti-dilutive.

Note 12: Commitments and contingencies
Legal proceedings
Two purported class actions have been filed in Ontario, Canada and Israel, making allegations about our advertising and/or display practices, such as search results rankings and algorithms, and discount claims.
Plaintiffs’ motion for class certification in the Ontario action was denied on November 28, 2022. Plaintiffs have since filed a notice of appeal asking that the motion for class certification be granted. A hearing regarding that appeal took place on November 17, 2023, and a decision rejecting the appeal was announced on March 21, 2024. The plaintiffs filed a motion for leave to appeal on April 4, 2024 and filed supporting arguments on May 14, 2024. We challenged the motion on June 7, 2024 and on October 25, 2024, the plaintiffs' motion for leave to appeal was dismissed. A pre-trial case management hearing in the class action that was filed in Israel took place on October 1, 2024. The court ordered trivago to provide certain information to the plaintiff which is currently under consideration.

Note 13: Related party transactions
Relationships with Expedia
We have commercial relationships with Expedia Group, Inc. and many of its affiliated brands, including Brand Expedia, Hotels.com, Orbitz, Travelocity, Hotwire, Wotif, Vrbo and ebookers. These arrangements are terminable at will upon fourteen to thirty days prior notice by either party and on customary
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commercial terms that enable Expedia Group’s brands to advertise on our platform, and we receive payment for users we refer to them. We also have an agreement with Expedia Partner Solutions ("EPS"), where EPS powers our platform with a template (Hotels.com for partners). Related-party revenue from Expedia Group primarily consists of click-through fees and other advertising services provided to Expedia Group and its affiliates.
Related-party revenue from Expedia Group and its affiliates was €52.8 million and €137.4 million for the three and nine months ended September 30, 2024, respectively, compared to €52.7 million and €142.0 million in the same periods in 2023, respectively. These amounts are recorded at contract value, which we believe is a reasonable reflection of the value of the services provided. Related-party revenue represented 36% and 38% of our total revenue for the three and nine months ended September 30, 2024, respectively, compared to 33% and 36% in the same periods in 2023, respectively.
For the three and nine months ended September 30, 2024 and 2023, we did not incur significant operating expenses from related-party services and support agreements with Expedia Group.
The related party trade receivable balances with Expedia Group and its affiliates as of September 30, 2024 and December 31, 2023 were €30.0 million and €19.1 million, respectively.
UBIO Limited
Effective January 11, 2024 we entered into a new commercial agreement with our existing partner UBIO Limited to increase the number of directly bookable rates available on our website for an initial term of 12 months. The agreement will extend by subsequent 12 month periods, unless it is terminated by either party with 90 days prior notice at the end of each period. The agreement includes an annual minimum commitment of €1.3 million (GBP 1.1 million).
Our operating expenses related to this partner were €0.4 million and €1.1 million for the three and nine months ended September 30, 2024 and 2023, respectively.
Holisto Limited
As further described in Note 3 - Other investments, we entered into an equity method investment in Holisto Limited on July 30, 2024. Related-party revenue, consisting mainly of click-through fees from Holisto Limited was €1.4 million during the period from July 30, 2024 to September 30, 2024. These amounts are recorded at contract value, which we believe is a reasonable reflection of the value of the services provided. The related party trade receivable balance with Holisto Limited was €0.6 million as of September 30, 2024.

Note 14: Segment information
Management has identified three reportable segments: Americas, Developed Europe and Rest of World (RoW). Our Americas segment is comprised of Argentina, Brazil, Canada, Chile, Colombia, Ecuador, Mexico, Peru, the United States and Uruguay. Our Developed Europe segment is comprised of Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. Our RoW segment is comprised of all other countries where trivago operates. Subsequent to the closing of the Holisto Limited equity investment on July 30, 2024 (refer to Note 3 - Other investments), we determined that the investment met the criteria for an operating segment, however, it does not meet the quantitative thresholds of a separate reportable segment.
We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Return on Advertising Spend, or ROAS, for each of our reportable segments, which compares Referral Revenue to Advertising Spend. ROAS includes the allocation of revenue by segment which is based on the location of the website, or domain name, regardless of where the consumer resides. This is consistent with how management monitors and runs the business.
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Corporate and Eliminations also includes all corporate functions and expenses except for direct advertising. In addition, we record amortization of intangible assets and any related impairment, impairment of goodwill, share-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other taxes, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliations below. The following tables present our segment information for the three and nine months ended September 30, 2024 and 2023. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers.

  Three months ended September 30, 2024
(€ thousands)Developed EuropeAmericasRest of WorldCorporate & EliminationsTotal
Referral Revenue64,239 51,631 29,425 — 145,295 
Subscription revenue— — — 566 566 
Other revenue— — — 226 226 
Total revenue64,239 51,631 29,425 792 146,087 
Advertising Spend42,487 40,887 25,011 — 108,385 
ROAS contribution21,752 10,744 4,414 792 37,702 
Costs and expenses:
Cost of revenue, including related party, excluding amortization2,906 
Other selling and marketing, including related party(1)
5,182 
Technology and content, including related party12,335 
General and administrative, including related party6,892 
Impairment of intangible assets and goodwill30,000 
Operating loss(19,613)
Other income/(expense)
Interest expense(4)
Interest income827 
Other, net419 
Total other income, net1,242 
Loss before income taxes(18,371)
Benefit for income taxes(3,827)
Loss before equity method investments(14,544)
Loss from equity method investments(887)
Net loss(15,431)
(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.
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  Three months ended September 30, 2023
(€ thousands)Developed EuropeAmericasRest of WorldCorporate & EliminationsTotal
Referral Revenue69,479 59,682 26,968 — 156,129 
Subscription revenue— — — 619 619 
Other revenue— — — 1,114 1,114 
Total revenue69,479 59,682 26,968 1,733 157,862 
Advertising Spend50,077 46,682 19,504 — 116,263 
ROAS contribution19,402 13,000 7,464 1,733 41,599 
Costs and expenses:
Cost of revenue, including related party, excluding amortization3,080 
Other selling and marketing, including related party(1)
5,421 
Technology and content, including related party12,011 
General and administrative, including related party9,251 
Amortization of intangible assets34 
Impairment of intangible assets and goodwill196,127 
Operating loss(184,325)
Other income/(expense)
Interest expense(3)
Interest income1,837 
Other, net(123)
Total other income, net1,711 
Loss before income taxes(182,614)
Benefit for income taxes(35)
Loss before equity method investment(182,579)
Loss from equity method investment(55)
Net loss(182,634)
(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.
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  Nine months ended September 30, 2024
(€ thousands)Developed EuropeAmericasRest of WorldCorporate & EliminationsTotal
Referral Revenue155,087 137,597 69,993 — 362,677 
Subscription revenue— — — 1,740 1,740 
Other revenue— — — 1,657 1,657 
Total revenue155,087 137,597 69,993 3,397 366,074 
Advertising Spend115,295 113,810 58,888 — 287,993 
ROAS contribution39,792 23,787 11,105 3,397 78,081 
Costs and expenses:
Cost of revenue, including related party, excluding amortization8,592 
Other selling and marketing, including related party(1)
16,639 
Technology and content, including related party37,754 
General and administrative, including related party25,045 
Amortization of intangible assets23 
Impairment of intangible assets and goodwill30,000 
Operating loss(39,972)
Other income/(expense)
Interest expense(13)
Interest income2,710 
Other, net373 
Total other income, net3,070 
Loss before income taxes(36,902)
Benefit for income taxes(9,099)
Loss before equity method investments(27,803)
Loss from equity method investments(954)
Net loss(28,757)
(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.
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  Nine months ended September 30, 2023
(€ thousands)Developed EuropeAmericasRest of WorldCorporate & EliminationsTotal
Referral Revenue178,080 143,103 66,823 — 388,006 
Subscription revenue— — — 1,994 1,994 
Other revenue— — — 3,334 3,334 
Total revenue178,080 143,103 66,823 5,328 393,334 
Advertising Spend123,081 99,766 43,137 — 265,984 
ROAS contribution54,999 43,337 23,686 5,328 127,350 
Costs and expenses:
Cost of revenue, including related party, excluding amortization9,223 
Other selling and marketing, including related party(1)
15,930 
Technology and content, including related party36,877 
General and administrative, including related party30,090 
Amortization of intangible assets101 
Impairment of intangible assets and goodwill196,127 
Operating loss(160,998)
Other income/(expense)
Interest expense(7)
Interest income4,126 
Other, net(337)
Total other income, net3,782 
Loss before income taxes(157,216)
Expense for income taxes9,581 
Loss before equity method investment(166,797)
Loss from equity method investment(173)
Net loss(166,970)
(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.

Note 15: Subsequent events
After the date of the balance sheet through the date of issuance of these unaudited condensed consolidated financial statements, 1,575,770 Class A shares were issued as a result of exercised options and RSUs released. This includes 1,572,830 service-based Class A share RSUs that were granted on October 29, 2024 as compensation for a global marketing campaign and vested shortly thereafter.
On October 25, 2024, the plaintiffs' motion for leave to appeal in the Ontario, Canada class action proceeding was dismissed.


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