Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2024

Commission File Number: 001-37959

trivago N.V.

(Exact Name of Registrant as Specified in Its Charter)

Kesselstraße 5 - 7

40221 Düsseldorf

Federal Republic of Germany

+49 211 54065110

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXPLANATORY NOTE

On July 31, 2024, trivago N.V. will hold a conference call regarding its unaudited financial results for the second quarter ended June 30, 2024. Copies of the operating and financial review for the second quarter of 2024 and the unaudited condensed consolidated interim financial statements as of June 30, 2024 are furnished as Exhibits 99.1 and 99.2 hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

trivago N.V.

Date: July 30, 2024

By:

/s/ Robin Harries

Robin Harries

Chief Financial Officer

EXHIBIT INDEX


Exhibit No.						Description

99.1						Operating and Financial Review for the Second Quarter of 2024.

99.2						Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2024.

Exhibit 99.1

Operating and Financial Review

The following discussion should be considered together with our unaudited financial information included with this review and the periodic reports we file with the Securities and Exchange Commission, including the section contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, “Item 5. Operating and Financial Review and Prospects.” Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) have been omitted from this review.

As used herein, references to “we,” “us,” the “company,” or “trivago,” or similar terms shall mean trivago N.V. and, as the context requires, its subsidiaries.

Overview

trivago is a global hotel and accommodation search platform. We are focused on reshaping the way travelers search for and compare different types of accommodations, such as hotels, vacation rentals and apartments, while enabling our advertisers to grow their businesses by providing them with access to a broad audience of travelers via our websites and apps. Our platform allows travelers to make informed decisions by personalizing their search for accommodations and providing them with access to a deep supply of relevant information and prices. As of June 30, 2024, we offered access to more than 5.0 million hotels and other types of accommodation in over 190 countries, including over 3.8 million units of alternative accommodation, such as vacation rentals and apartments.

Our search platform forms the core of our user experience and can be accessed globally via 53 localized websites and apps available in 31 languages. Our users initially search via a text-based search function, which supports searches across a broad range of criteria. This leads through to a listings page that displays search results and allows for further refinement based on more nuanced filters. Additionally, we enhance our users’ experience by giving them the option to display their search results in listing or map formats. Users can search our platform on desktop and mobile devices, and benefit from a familiar user interface, resulting in a consistent user experience.

Financial Summary & Operating Metrics (€ millions, unless otherwise stated)


	Three months ended June 30,			Six months ended June 30,
	2024	2023	Δ Y/Y	2024	2023	Δ Y/Y
Total revenue	118.6	124.4	(5)%	220.0	235.5	(7)%


Referral Revenue	117.2	122.6	(4)%	217.4	231.9	(6)%
Return on Advertising Spend	122.7%	144.6%	(21.9) ppts	121.0%	154.9%	(33.9) ppts
Net income/(loss)	(4.9)	5.8	n.m.	(13.3)	15.7	n.m.

Adjusted EBITDA(1)	(5.4)	12.2	n.m.	(14.5)	30.7	n.m.

(1) “Adjusted EBITDA” is a non-GAAP measure. Please see “Definitions of Non-GAAP Measures” and “Tabular Reconciliations for Non-GAAP Measures” on pages 10 to 11 herein for explanations and reconciliations of non-GAAP measures used throughout this review.

Recent Trends

In the second quarter, total revenue was €118.6 million, which represented a 5% decline compared to the same prior period in 2023. The second quarter of 2024 demonstrated an improved top line year-over-year trajectory towards growth as the quarterly decline was lower than previous quarters, bringing us closer to our aim of returning to year-over-year top line growth.

We observed revenue growth from our branded traffic channel1 in all three segments and are pleased with the results from our brand marketing efforts. Revenue growth from branded traffic sources helped partially offset losses driven by performance marketing channels.

We continued to observe headwinds in our performance marketing channels2. We started to observe significant Google advertisement format changes beginning in the second quarter of 2023, with exposure increasing thereafter which resulted in performance marketing channel traffic volume losses. We continue to stay disciplined with our strategy by investing on an opportunity-driven approach and we do not intend to compensate for volume losses at the expense of long-term oriented brand investments.

Monetization in the Americas segment remained at a healthy level. In our Developed Europe and Rest of World segments, we continued to observe softer levels compared to prior year this quarter as it remained a headwind similar to the first quarter of 2024. During the second quarter, we continued to observe improved booking conversion levels, providing high-quality and better converting traffic to our partners.

Outlook

We remain optimistic that we can return to year-over-year top line growth during the second half of the year by continuing to be disciplined and result-oriented with our marketing investment decisions. We expect headwinds from advertising format changes that have negatively impacted our performance marketing channel traffic volumes to persist for at least the remainder of the year along with stronger branded channel traffic revenue comparatives, as brand marketing efforts increased in July last year. We believe our continued investments into brand marketing campaigns will help us counter these headwinds by increasing our overall branded revenues over time to drive long-term growth and profitability. Overall, we continue to expect full year Adjusted EBITDA3 to be close to break-even levels and to return to double digit revenue growth in the medium-term.

1 Branded channel traffic refers to traffic to our platform through: one of our localized platform websites, one of our downloadable mobile applications, branded search engine optimization marketing channels (or "branded free traffic") for keyword searches that are inclusive of the trivago brand name, and/or paid keyword searches that include the trivago brand name, such as "trivago" or "trivago hotel".

2 Performance marketing channel traffic refers to traffic to our platform that is acquired for our website by purchasing certain keywords (excluding keyword combinations inclusive of the trivago brand name) from general search engines (referred to as “search engine marketing”), such as Google or Yahoo!, and through advertisements on other online marketing channels such as advertising networks, social media sites, and affiliate websites.

3 “Adjusted EBITDA” is a non-GAAP measure. Please see “Definitions of Non-GAAP Measures” and “Tabular Reconciliations for Non-GAAP Measures” on pages 10 to 11 herein for explanations and reconciliations of non-GAAP measures used throughout this review.

Revenue, Advertising Spend, and Return of Advertising Spend

Referral Revenue & Other Revenue

We match our users’ searches with large numbers of hotel and other accommodation offers through our auction platform, which we call our marketplace. With our marketplace, we provide advertisers a competitive forum to access user traffic by facilitating a vast quantity of auctions on any particular day. Advertisers submit hotel room and other accommodation rates and participate in our marketplace primarily by making bids for each user click on an advertised rate for a hotel or other accommodation on a cost-per-click, or CPC, basis. We also offer the option for our advertisers to participate in our marketplace on a cost-per-acquisition, or CPA, basis.

We earn substantially all of our revenue when users of our websites and apps click on hotel and accommodation offers or advertisements in our search results and are referred to one of our advertisers. We call this our Referral Revenue.

Management has identified three reportable segments, which correspond to our three operating 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. In the second quarter of 2024, the most significant countries by revenue in that segment were Japan, Turkey, Australia, New Zealand, and Hong Kong.

We also earn revenue by offering our advertisers business-to-business (B2B) solutions such as data product offerings and subscription fees earned from advertisers for the trivago Business Studio subscriptions. These revenue streams do not represent a significant portion of our total revenue.

Referral Revenue by Segment & Other Revenue (€ millions)


	Three months ended June 30,							Six months ended June 30,
	2024		2023		Δ €		Δ %	2024		2023		Δ €		Δ % Y/Y
Americas	€	47.9	€	42.9	€	5.0	12%	€	86.0	€	83.4	€	2.6	3%
Developed Europe	47.0		56.7		(9.7)		(17)%	90.8		108.6		(17.8)		(16)%
Rest of World	22.4		22.9		(0.5)		(2)%	40.6		39.9		0.7		2%
Total Referral Revenue	€	117.2	€	122.6	€	(5.4)	(4)%	€	217.4	€	231.9	€	(14.5)	(6)%
Other revenue	1.4		1.9		(0.5)		(26)%	2.6		3.6		(1.0)		(28)%
Total revenue	€	118.6	€	124.4	€	(5.8)	(5)%	€	220.0	€	235.5	€	(15.5)	(7)%

Note: Some figures may not add up due to rounding.

Total revenue decreased by €5.8 million and €15.5 million during the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023. The decreases were primarily driven by lower performance marketing channel traffic volumes from increased competition, and softer bidding dynamics on our platform. Despite the overall decrease, we observed improved booking conversion and higher branded traffic channel volumes in response to our increased brand marketing investments.

Americas

Referral Revenue increased by €5.0 million and €2.6 million during the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023. Revenue generated from branded channel traffic sources increased as a result of improved booking conversion, increased brand marketing investments, and improved bidding dynamics on our platform in the second quarter of 2024. North American markets continued performing significantly better compared to our Latin American markets. The increase in revenues was partly offset by lower performance marketing channel traffic volumes.

Developed Europe

Referral Revenue decreased by €9.7 million and €17.8 million during the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023. The decrease was primarily driven by lower performance marketing channel traffic volumes and softer bidding dynamics on our platform. Despite the overall decrease, we observed improved booking conversion and higher branded traffic channel volumes as a result of increased brand investments.

Rest of World

Referral Revenue increased by €0.7 million during the six months ended June 30, 2024, while it decreased by €0.5 million during the three months ended June 30, 2024, compared to the same periods in 2023. The increase during the six months ended June 30, 2024 was primarily driven by better booking conversion and higher branded channel traffic volumes resulting from our increased brand marketing investments. These were partly offset by softer bidding dynamics and a negative foreign exchange rate impact due to the weakening of the Turkish Lira and Japanese Yen against the Euro, compared to the same period in 2023. Lower performance marketing channel traffic volumes also contributed to the decrease in the three months ended June 30, 2024

Other Revenue

Other revenue decreased by €0.5 million and €1.0 million during the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023, mainly due to the progressive reduction of white label revenues as we discontinued the product over the course of 2023.

Advertiser Concentration

We generate the majority of our Referral Revenue from online travel agencies, or OTAs. For brands affiliated with Expedia Group, including Brand Expedia, Hotels.com, Orbitz, Travelocity, Hotwire, Wotif, Vrbo and ebookers, the share of our Referral Revenue was 41% and 39% during the three and six months ended June 30, 2024, respectively, compared to 40% and 38% in the same periods in 2023. For brands affiliated with Booking Holdings, including Booking.com, Agoda and priceline.com, the share of our Referral Revenue was 37% and 38% during the three and six months ended June 30, 2024, respectively, compared to 40% and 41% in the same periods in 2023.

Advertising Spend

Advertising Spend is included in selling and marketing expense and consists of fees that we pay for our various marketing channels like TV, search engine marketing, display and affiliate marketing, email marketing, online video, app marketing, content marketing, and sponsorship and endorsement.

Advertising Spend by Segment (€ millions)


	Three months ended June 30,							Six months ended June 30,
	2024		2023		Δ €		Δ %	2024		2023		Δ €		Δ % Y/Y
Americas	€	39.7	€	30.2	€	9.5	31%	€	72.9	€	53.1	€	19.8	37%
Developed Europe	36.5		40.6		(4.1)		(10)%	72.8		73.0		(0.2)		0%
Rest of World	19.3		14.0		5.3		38%	33.9		23.6		10.3		44%
Total Advertising Spend	€	95.5	€	84.7	€	10.8	13%	€	179.6	€	149.7	€	29.9	20%

Note: Some figures may not add up due to rounding.

Total Advertising Spend increased by €10.8 million and €29.9 million during the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023. The increases in total Advertising Spend were primarily driven by higher brand marketing investments across all segments as part of our announced marketing strategy shift to fuel growth by increasing direct traffic to our platform, which were partly offset by lower performance marketing spend due to increased competition, particularly in Developed Europe.

Return on Advertising Spend (ROAS)

ROAS Contribution is the difference between Referral Revenue and Advertising Spend. ROAS is the ratio of Referral Revenue to Advertising Spend. We believe that both are indicators of the efficiency of our advertising. ROAS is our primary operating metric.

ROAS Contribution (in € millions) and ROAS (in %) by Segment


	Three months ended June 30,
	ROAS Contribution						ROAS
	2024		2023		Δ €		2024	2023	Δ ppts
Americas	€	8.2	€	12.7	€	(4.5)	120.7%	142.1%	(21.4) ppts
Developed Europe	10.4		16.2		(5.8)		128.5%	139.9%	(11.4) ppts
Rest of World	3.0		8.9		(5.9)		115.7%	163.7%	(48.0) ppts
Global	€	21.7	€	37.8	€	(16.1)	122.7%	144.6%	(21.9) ppts

Note: Some figures may not add up due to rounding.


	Six months ended June 30,
	ROAS Contribution						ROAS
	2024		2023		Δ €		2024	2023	Δ ppts
Americas	€	13.0	€	30.3	€	(17.3)	117.9%	157.1%	(39.2) ppts
Developed Europe	18.0		35.6		(17.6)		124.8%	148.8%	(24.0) ppts
Rest of World	6.7		16.2		(9.5)		119.8%	168.6%	(48.8) ppts
Global	€	37.8	€	82.2	€	(44.4)	121.0%	154.9%	(33.9) ppts

Note: Some figures may not add up due to rounding.

Global ROAS decreased by 21.9 ppts and 33.9 ppts during the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023, mainly due to increased brand marketing efforts across all segments with the intention to increase the volume of direct traffic to our platforms.

Expenses

Expenses by Cost Category (€ millions)



	Three months ended June 30,								As a % of revenue

	2024		2023		Δ €		Δ %		2024		2023
Cost of revenue	€	2.7	€	3.0	€	(0.3)	(10)	%	2	%	2	%

Selling and marketing	102.2		90.2		12.0		13	%	86	%	73	%

Advertising Spend	95.5		84.7		10.8		13	%	81	%	68	%
Other selling and marketing	6.7		5.5		1.2		22	%	6	%	4	%
Technology and content	12.9		12.4		0.5		4	%	11	%	10	%

General and administrative	9.6		10.3		(0.7)		(7)	%	8	%	8	%

Amortization of intangible assets	—		0.0		0.0		0	%	0	%	0	%


Total costs and expenses	€	127.4	€	115.9	€	11.5	10	%	107%		93	%



	Six months ended June 30,								As a % of Revenue

	2024		2023		Δ €		Δ %		2024		2023
Cost of revenue	€	5.7	€	6.1	€	(0.4)	(7)	%	3	%	3	%

Selling and marketing	191.1		160.2		30.9		19	%	87	%	68	%
Advertising Spend	179.6		149.7		29.9		20	%	82	%	64	%
Other selling and marketing	11.5		10.5		1.0		10	%	5	%	4	%

Technology and content	25.4		24.9		0.5		2	%	12	%	11	%

General and administrative	18.2		20.8		(2.6)		(13)	%	8	%	9	%

Amortization of intangible assets	0.0		0.1		(0.1)		(100)	%	0	%	0	%

Total costs and expenses	€	240.3	€	212.1	€	28.2	13	%	109%		90	%

Note: Some figures may not add up due to rounding.

Cost of Revenue

Cost of revenue decreased by €0.3 million and €0.4 million during the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023. These decreases were primarily due to a reduction of certain core cloud-related service provider costs that are closely related to revenue generation.

Selling and Marketing

Selling and marketing expense increased by €12.0 million and €30.9 million during the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023. Of the total selling and marketing expenses, Advertising Spend represented 93% and 94% for the three and six months ended June 30, 2024, respectively. See "Advertising Spend" above for further details.

Other selling and marketing expense increased by €1.2 million and €1.0 million during the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023. These increases were primarily driven by higher television advertisement production costs, and the recognition of cumulative Canadian digital services taxes in the second quarter of 2024 as legislation was passed with retroactive effect from January 1, 2022. These increases were partly offset by lower expenses incurred to acquire traffic.

Technology and Content

Technology and content expense increased by €0.5 million during both the three and six months ended June 30, 2024, compared to the same periods in 2023. These increases were primarily driven by higher non-core cloud-related service provider costs and higher personnel costs, partly offset by lower rent expense, and lower content-related service provider costs. Higher personnel costs were mainly driven by lower capitalized developer salaries as certain projects finalized at the end of 2023 and increases in annual compensation costs. Additionally, for the three months ended June 30, 2024, the increased annual compensation costs were partly offset by a lower headcount, whereas for the six months ended June 30, 2024, there was an overall reduction in compensation costs due to the lower headcount. The reduction in the headcount-based allocated rent expense was due to the surrender of the remaining leased space in the prior year from our 2021 operating lease amendment.

General and Administrative

General and administrative expense decreased by €0.7 million and €2.6 million during the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023. These decreases were primarily driven by lower personnel and recruiting costs relating to changes in the executive leadership, partly offset by higher project consulting costs. The decrease during the six months ended June 30, 2024 was further driven by lower share-based compensation and lower expected credit losses on trade receivables, partly offset by higher professional fees relating to changes in the executive leadership.

Amortization of Intangible Assets

Amortization of intangible assets was €23 thousand during the six months ended June 30, 2024, compared to €0.1 million in the same period in 2023 as we stopped amortizing an intangible asset acquired through the weekengo GmbH acquisition in the first quarter of 2024 due to its held for sale classification.

Income Taxes, Net Income/(Loss) and Adjusted EBITDA(1) (€ millions)


	Three months ended June 30,						Six months ended June 30,
	2024		2023		Δ €		2024		2023		Δ €
Operating income/(loss)	€	(8.8)	€	8.6	€	(17.4)	€	(20.4)	€	23.3	€	(43.7)
Other income/(expense)
Interest expense	(0.0)		(0.0)		0.0		(0.0)		(0.0)		0.0
Interest income	1.0		1.3		(0.3)		1.9		2.3		(0.4)

Other, net	(0.0)		(0.1)		0.1		(0.0)		(0.2)		0.2
Total other income, net	€	1.0	€	1.3	€	(0.3)	€	1.8	€	2.1	€	(0.3)

Income/(loss) before income taxes	(7.8)		9.8		(17.6)		(18.5)		25.4		(43.9)
Expense/(benefit) for income taxes	(2.9)		4.1		(7.0)		(5.3)		9.6		(14.9)
Income/(loss) before equity method investment	€	(4.9)	€	5.8	€	(10.7)	€	(13.3)	€	15.8	€	(29.1)
Income/(loss) from equity method investment	(0.0)		0.0		(0.0)		(0.1)		(0.1)		0.0
Net income/(loss)	€	(4.9)	€	5.8	€	(10.7)	€	(13.3)	€	15.7	€	(29.0)




Adjusted EBITDA(1)	€	(5.4)	€	12.2	€	(17.6)	€	(14.5)	€	30.7	€	(45.2)

Note: Some figures may not add up due to rounding.

Income Taxes

Income tax benefit was €2.9 million during the three months ended June 30, 2024, compared to income tax expense of €4.1 million in the same period in 2023. The total weighted-average tax rate was 38.0% during the three months ended June 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 June 30, 2024 was 37.0%, compared to 41.6% in the same period in 2023. The difference in effective tax rate during the three months ended June 30, 2024 compared to the same period in 2023 is primarily related to the difference in pre-tax profit and loss position between the two periods.

Income tax benefit was €5.3 million during the six months ended June 30, 2024, compared to income tax expense of €9.6 million in the same period in 2023. Our effective tax rate for the six months ended June 30, 2024 was 28.5%, compared to 37.9% in the same period in 2023. The difference in effective tax rate during the six months ended June 30, 2024 compared to the same period in 2023 is primarily related to 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 six months ended June 30, 2024 is primarily attributable to the share-based compensation expense, which is not deductible for tax purposes.

An uncertain tax position in connection with unrecognized tax benefits relating to the deductibility of expenses amounted to €8.6 million as of June 30, 2024. A liability for these tax benefits is presented under other long-term liabilities in the unaudited condensed consolidated financial statements.

Net Income/(Loss) and Adjusted EBITDA

Net loss was €4.9 million and €13.3 million during the three and six months ended June 30, 2024, respectively, while Adjusted EBITDA loss was €5.4 million and €14.5 million, respectively. The losses were a result of higher selling and marketing expenses as we invested into our brand marketing activities as part of our strategy shift to long-term growth, reduced traffic volumes from increased competition on performance marketing channels, and softer bidding dynamics on our platform which impacted our profitability.

Balance Sheet and Cash Flows

Total cash, cash equivalents and restricted cash were €115.4 million as of June 30, 2024, compared to €102.2 million as of December 31, 2023. The increase of €13.2 million during the six months ended June 30, 2024, was mainly driven by €23.8 million cash provided by investing activities, partly offset by cash used in operating activities of €10.4 million and cash used in financing activities of €0.5 million.

Cash provided by investing activities during the six months ended June 30, 2024, was primarily driven by proceeds from sales and maturities of investments of €25.2 million which also resulted in the elimination of the short-term investment balance as of June 30, 2024. This was partly offset by cash outflows of €1.4 million related to capital expenditures, including internal-use software and website development.

Cash used in operating activities during the six months ended June 30, 2024, was primarily driven by the net loss of €13.3 million, partly offset by an overall positive change in operating assets and liabilities of €2.7 million. The positive change in operating assets and liabilities was primarily driven by an increase in accounts payable of €19.5 million, a decrease in prepaid expenses and other assets of €5.8 million, and a decrease in tax receivables of €3.6 million. These positive changes were partly offset by an increase in accounts receivable of €24.5 million due to higher revenues in the second quarter of 2024 compared to the fourth quarter of 2023, and a decrease in income tax payables of €2.0 million.

Cash used in financing activities during the six months ended June 30, 2024, was primarily driven by the payments totaling €0.5 million related to withholding taxes on net share settlements of equity awards.

Notes & Definitions:

Definitions of Non-GAAP Measures

Adjusted EBITDA:

We report Adjusted EBITDA as a supplemental measure to U.S. Generally Accepted Accounting Principles ("GAAP"). We define Adjusted EBITDA as net income/(loss) adjusted for:

•income/(loss) from equity method investment,

•expense/(benefit) for income taxes,

•total other (income)/expense, net,

•depreciation of property and equipment and amortization of intangible assets,

•impairment of, and gains and losses on disposals of, property and equipment,

•impairment of intangible assets and goodwill,

•share-based compensation, and

•certain other items, including restructuring, ADS cancellation fees, significant legal settlements and court-ordered penalties.

From time to time, we may exclude from Adjusted EBITDA the impact of certain items that affect the period-to-period comparability of our operating performance.

Adjusted EBITDA is a non-GAAP financial measure. A “non-GAAP financial measure” refers to a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with U.S. GAAP in such company’s financial statements. We present this non-GAAP financial measure because it is used by management to evaluate our operating performance, formulate business plans, and make strategic decisions on capital allocation. We also believe that this non-GAAP financial measure provides useful information to investors and others in understanding and evaluating our operating performance and consolidated results of operations in the same manner as our management, and the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure in comparing financial results between periods as these costs may vary independent of core business performance.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results reported in accordance with U.S. GAAP, including net income/loss. Some of these limitations are:

•Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA does not reflect expenses, such as restructuring and other related reorganization costs;

•Although depreciation, amortization and impairments are non-cash charges, the assets being depreciated, amortized or impaired may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and

•Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

We periodically provide an Adjusted EBITDA outlook, however, we are not able to provide a reconciliation of our Adjusted EBITDA outlook to net income/(loss), the comparable GAAP measure, because certain items that are excluded from Adjusted EBITDA cannot be reasonably predicted or are not in our control. In

particular, we are unable to forecast the timing or magnitude of share-based compensation, interest, taxes, impairments, restructuring related costs and/or significant legal settlements and court-ordered penalties without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, net income/(loss) in the future.

Tabular Reconciliations for Non-GAAP Measures

Adjusted EBITDA (€ millions)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net income/(loss)	€	(4.9)	€	5.8	€	(13.3)	€	15.7
Income/(loss) from equity method investment	(0.0)		0.0		(0.1)		(0.1)
Income/(loss) before equity method investment	€	(4.9)	€	5.8	€	(13.3)	€	15.8
Expense/(benefit) for income taxes	(2.9)		4.1		(5.3)		9.6
Income/(loss) before income taxes	€	(7.8)	€	9.8	€	(18.5)	€	25.4
Add/(less):
Interest expense	0.0		0.0		0.0		0.0
Interest income	(1.0)		(1.3)		(1.9)		(2.3)
Other, net	0.0		0.1		0.0		0.2
Operating income/(loss)	€	(8.8)	€	8.6	€	(20.4)	€	23.3
Depreciation of property and equipment and amortization of intangible assets	1.1		1.1		2.2		2.3


Share-based compensation	2.4		2.5		3.6		5.1

Adjusted EBITDA	€	(5.4)	€	12.2	€	(14.5)	€	30.7

Note: Some figures may not add up due to rounding.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This review contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance. These forward-looking statements are based on management’s expectations as of the date of this review and assumptions which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as "will," “intend” and “expect,” among others, generally identify forward-looking statements. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements and may include statements relating to future revenue, expenses, margins, profitability, net income / (loss), earnings per share and other measures of results of operations and the prospects for future growth of trivago N.V.’s business. Actual results and the timing and outcome of events may differ materially from those expressed or implied in the forward-looking statements for a variety of reasons, including, among others:

•the extent to which our strategy of increasing brand marketing investments positively impacts the volume of direct traffic to our platform and grows our revenue in future periods without reducing our profits or incurring losses;

•the continuing negative impact of having almost completely ceased television advertising in 2020 and only having resumed such advertising at reduced levels in recent years on our ability to grow our revenue;

•our reliance on search engines, particularly Google, whose search results can be affected by a number of factors, many of which are not in our control;

•the promotion by Google of its own product and services that compete directly with our hotel and accommodation search;

•our continued dependence on a small number of advertisers for our revenue and adverse impacts that could result from their reduced spending or changes in their cost-per-click, or CPC, bidding strategy;

•our ability to generate referrals, customers, bookings or revenue and profit for our advertisers on a basis they deem to be cost-effective;

•factors that contribute to our period-over-period volatility in our financial condition and result of operations;

•the potential negative impact of a worsening of the economic outlook and inflation on consumer discretionary spending;

•any further impairment of intangible assets;

•geopolitical and diplomatic tensions, instabilities and conflicts, including war, civil unrest, terrorist activity, sanctions or other geopolitical events or escalations of hostilities, such as the war in Ukraine and the ongoing conflict affecting the Middle Eastern region;

•increasing competition in our industry;

•our ability to innovate and provide tools and services that are useful to our users and advertisers;

•our business model's dependence on consumer preferences for traditional hotel-based accommodation;

•our dependence on relationships with third parties to provide us with content;

•changes to and our compliance with applicable laws, rules and regulations;

•the impact of any legal and regulatory proceedings to which we are or may become subject; and

•potential disruptions in the operation of our systems, security breaches and data protection,

as well as other risks and uncertainties detailed in our public filings with the SEC, including trivago's Annual Report on Form 20-F for the fiscal year ended December 31, 2023, as such risks and uncertainties may be updated from time to time. Except as required by law, we undertake no obligation to update any forward-looking or other statements in this review, whether as a result of new information, future events or otherwise.

Exhibit 99.2

trivago N.V.

Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2024

trivago N.V.

Condensed consolidated statements of operations

(€ thousands, except per share amounts, unaudited)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Revenue	€	71,033	€	75,648	€	135,445	€	146,123
Revenue from related party	47,524		48,788		84,542		89,349
Total revenue	118,557		124,436		219,987		235,472

Costs and expenses:
Cost of revenue, including related party, excluding amortization (1)	2,659		2,980		5,686		6,143
Selling and marketing, including related party (1)(3)	102,229		90,164		191,065		160,230
Technology and content, including related party (1)(2)(3)	12,875		12,405		25,419		24,866
General and administrative, including related party (1)(3)	9,594		10,286		18,153		20,839
Amortization of intangible assets (2)	—		34		23		67

Operating income/(loss)	(8,800)		8,567		(20,359)		23,327

Other income/(expense)
Interest expense	(4)		(1)		(9)		(4)
Interest income	1,014		1,329		1,883		2,289

Other, net	(23)		(57)		(46)		(214)
Total other income, net	987		1,271		1,828		2,071

Income/(loss) before income taxes	(7,813)		9,838		(18,531)		25,398
Expense/(benefit) for income taxes	(2,891)		4,080		(5,272)		9,616
Income/(loss) before equity method investment	(4,922)		5,758		(13,259)		15,782
Income/(loss) from equity method investment	(20)		18		(67)		(118)
Net income/(loss)	€	(4,942)	€	5,776	€	(13,326)	€	15,664



Earnings per share available to common stockholders:
Basic	€	(0.01)	€	0.02	€	(0.04)	€	0.05
Diluted	(0.01)		0.02		(0.04)		0.04
Shares used in computing earnings per share:
Basic	348,973		343,259		349,032		342,912
Diluted	348,973		352,440		349,032		352,728



	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
(1) Includes share-based compensation as follows:
Cost of revenue	€	34	€	38	€	59	€	71
Selling and marketing	127		132		232		192
Technology and content	360		472		669		786
General and administrative	1,836		1,865		2,671		4,089

(2) Includes amortization as follows:

Amortization of internal use software and website development costs included in technology and content	800		728		1,599		1,491

Amortization of acquired technology included in amortization of intangible assets	—		34		23		67

(3) Includes related party expense as follows:

Selling and marketing	€	1	€	36	€	10	€	48
Technology and content	342		412		682		814
General and administrative	12		—		31		24

See accompanying notes

trivago N.V.

Condensed consolidated statements of comprehensive income/(loss)

(€ thousands, unaudited)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net income/(loss)	€	(4,942)	€	5,776	€	(13,326)	€	15,664
Other comprehensive income:
Currency translation adjustments	2		5		159		3
Total other comprehensive income	2		5		159		3
Comprehensive income/(loss)	€	(4,940)	€	5,781	€	(13,167)	€	15,667

See accompanying notes

trivago N.V.

Condensed consolidated balance sheets

(€ thousands, except share and per share data, unaudited)


ASSETS	As of June 30, 2024		As of December 31, 2023
Current assets:
Cash and cash equivalents	€	115,018	€	101,847
Restricted cash	342		342
Accounts receivable, net of allowance for credit losses of €1,037 and €936 at June 30, 2024 and December 31, 2023, respectively	33,635		23,613
Accounts receivable, related party	33,449		19,094
Short-term investments	—		25,225
Tax receivable	3,126		6,774
Prepaid expenses and other current assets	5,809		11,032

Total current assets	191,379		187,927

Property and equipment, net	9,327		10,079
Operating lease right-of-use assets	41,078		42,273

Investments and other assets	8,798		9,176
Intangible assets, net	75,345		75,614

TOTAL ASSETS	€	325,927	€	325,069

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	€	37,392	€	17,930
Income taxes payable	51		2,087
Deferred revenue	985		1,176
Payroll liabilities	3,160		2,619
Accrued expenses and other current liabilities	10,740		9,874
Operating lease liability	2,340		2,301



Total current liabilities	54,668		35,987

Operating lease liability	37,254		38,434
Deferred income taxes	20,817		26,549
Other long-term liabilities	9,129		9,075

Stockholders’ equity:
Class A common stock, €0.06 par value - 1,523,230,720 shares authorized,111,906,375 and 110,919,270 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	6,714		6,655
Class B common stock, €0.60 par value - 237,676,928 shares authorized, 237,476,895 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	142,486		142,486

Reserves	683,476		681,333
Contribution from Parent	122,307		122,307
Accumulated other comprehensive income	234		75
Accumulated deficit	(751,158)		(737,832)
Total stockholders' equity	204,059		215,024
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	€	325,927	€	325,069

See accompanying notes

trivago N.V.

Condensed consolidated statements of changes in equity

(€ thousands, unaudited)


Three months ended June 30, 2024	Class A common stock		Class B common stock		Reserves		Retained earnings (accumulated deficit)		Accumulated other comprehensive income/(loss)		Contribution from Parent		Total stockholders' equity
Balance at April 1, 2024	€	6,697	€	142,486	€	681,687	€	(746,216)	€	232	€	122,307	€	207,193
Net loss							(4,942)						(4,942)
Other comprehensive income (net of tax)									2				2
Share-based compensation expense					1,927								1,927

Issuance of common stock related to exercise of options and vesting of RSUs	17				(17)								—

Withholdings on net share settlements of equity awards					(121)								(121)



Balance at June 30, 2024	€	6,714	€	142,486	€	683,476	€	(751,158)	€	234	€	122,307	€	204,059



Six months ended June 30, 2024	Class A common stock		Class B common stock		Reserves		Retained earnings (accumulated deficit)		Accumulated other comprehensive income/(loss)		Contribution from Parent		Total stockholders' equity
Balance at January 1, 2024	€	6,655	€	142,486	€	681,333	€	(737,832)	€	75	€	122,307	€	215,024
Net loss							(13,326)						(13,326)
Other comprehensive income (net of tax)									159				159
Share-based compensation expense					2,975								2,975

Issuance of common stock related to exercise of options and vesting of RSUs	59				(59)								—
Withholdings on net share settlements of equity awards					(773)								(773)



Balance at June 30, 2024	€	6,714	€	142,486	€	683,476	€	(751,158)	€	234	€	122,307	€	204,059


Three months ended June 30, 2023	Class A common stock		Class B common stock		Treasury stock - Class A common stock		Reserves		Retained earnings (accumulated deficit)		Accumulated other comprehensive income/(loss)		Contribution from Parent		Total stockholders' equity
Balance at April 1, 2023	€	7,505	€	142,486	€	(19,960)	€	866,562	€	(544,708)	€	52	€	122,307	€	574,244
Net income									5,776						5,776
Other comprehensive loss (net of tax)											5				5
Share-based compensation expense							2,507								2,507

Issuance of common stock related to exercise of options and vesting of RSUs	167						(10)								157
Withholdings on net share settlements of equity awards							(3,505)								(3,505)

Balance at June 30, 2023	€	7,672	€	142,486	€	(19,960)	€	865,554	€	(538,932)	€	57	€	122,307	€	579,184



Six months ended June 30, 2023	Class A common stock		Class B common stock		Treasury stock - Class A common stock		Reserves		Retained earnings (accumulated deficit)		Accumulated other comprehensive income/(loss)		Contribution from Parent		Total stockholders' equity
Balance at January 1, 2023	€	7,458	€	142,486	€	(19,960)	€	863,987	€	(554,596)	€	54	€	122,307	€	561,736
Net income									15,664						15,664
Other comprehensive income (net of tax)											3				3
Share-based compensation expense							5,138								5,138

Issuance of common stock related to exercise of options and vesting of RSUs	214						(33)								181

Withholdings on net share settlements of equity awards							(3,538)								(3,538)
Balance at June 30, 2023	€	7,672	€	142,486	€	(19,960)	€	865,554	€	(538,932)	€	57	€	122,307	€	579,184

See accompanying notes

trivago N.V.

Condensed consolidated statements of cash flows

(€ thousands, unaudited)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operating activities:
Net income/(loss)	€	(4,942)	€	5,776	€	(13,326)	€	15,664
Adjustments to reconcile net income/(loss) to net cash provided by/(used in):
Depreciation (property and equipment and internal-use software and website development)	1,088		1,073		2,190		2,213



Share-based compensation	2,357		2,507		3,631		5,138
Deferred income taxes	(3,297)		677		(5,732)		(49)








Other, net	130		243		116		1,366
Changes in operating assets and liabilities:
Accounts receivable, including related party	(13,161)		(10,729)		(24,525)		(16,482)
Prepaid expenses and other assets	3,645		(7,972)		5,849		(6,853)
Accounts payable	9,942		12,640		19,459		12,589



Taxes payable/receivable, net	(276)		(3,190)		1,612		(9,797)
Other changes in operating assets and liabilities, net	695		2,421		308		3,918
Net cash provided by/(used in) operating activities	(3,819)		3,446		(10,418)		7,707

Investing activities:


Proceeds from sales and maturities of investments	—		15,000		25,225		20,000


Capital expenditures, including internal-use software and website development	(806)		(946)		(1,387)		(1,696)

Other investing activities, net	—		22		—		23
Net cash provided by/(used in) investing activities	(806)		14,076		23,838		18,327

Financing activities:







Payment of withholding taxes on net share settlements of equity awards	(127)		(1,802)		(474)		(1,802)
Proceeds from exercise of option awards	—		157		—		181
Other financing activities, net	(19)		(13)		(37)		(26)

Net cash used in financing activities	(146)		(1,658)		(511)		(1,647)

Effect of exchange rate changes on cash	47		52		262		(309)
Net increase/(decrease) in cash, cash equivalents and restricted cash	(4,724)		15,916		13,171		24,078
Cash, cash equivalents and restricted cash at beginning of the period	120,084		257,088		102,189		248,926
Cash, cash equivalents and restricted cash at end of the period	€	115,360	€	273,004	€	115,360	€	273,004

Supplemental cash flow information:

Cash received for interest	1,002		1,188		1,783		2,004
Cash paid for taxes, net of (refunds)	642		6,543		(1,203)		19,221

We have reclassified certain amounts related to our prior period results to conform to current period presentation. See accompanying notes.

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 June 30, 2024, Expedia Group’s ownership interest and voting interest in trivago N.V. is 59.8% and 84.1%, 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, primarily to condense the presentation of operating, investing, and financing activities in the unaudited condensed consolidated statement of cash flows.

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 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 six months ended June 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.

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 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 40% and 38% of total revenues for the three and six months ended June 30, 2024, respectively, compared to 39% and 38% in the same periods in 2023. Expedia Group and its affiliates represents 50% and 45% of total accounts receivable as of June 30, 2024 and December 31, 2023, respectively.

Booking Holdings and its affiliates represent 37% and 38% of total revenues for the three and six months ended June 30, 2024, respectively, compared to 40% and 41% in the same periods in 2023. Booking

Holdings and its affiliates represent 24% and 25% of total accounts receivable as of June 30, 2024 and December 31, 2023, respectively.

Deferred revenue

As of December 31, 2023, the deferred revenue balance was €1.2 million, €0.9 million of which was recognized as revenue during the six months ended June 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 six months ended June 30, 2024 were as follows:


	Three months ended June 30,				Six months ended June 30,
(in thousands)	2024		2023		2024		2023
Foreign exchange gains/(losses), net	€	(29)	€	(58)	€	109	€	(363)

Note 3: Fair value measurement

Financial assets measured at fair value on a recurring basis are classified using the fair value hierarchy in the tables below:

June 30, 2024

(in thousands)

Level 2

Cash equivalents:

Term deposits

€

99,700

Investments and other assets:

Term deposits

1,351

Total

€

101,051

December 31, 2023

(in thousands)

Level 2

Cash equivalents:

Term deposits

€

64,123

Short-term investments:

Term deposits

25,225

Investments and other assets:

Term deposits

1,351

Total

€

90,699

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.

Assets measured at fair value on a non-recurring basis

Our non-financial assets, such as intangible assets, property and equipment, as well as equity method investments, 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 4: Prepaid expenses and other current assets


(in thousands)	June 30, 2024		December 31, 2023
Prepaid advertising	€	1,033	€	6,429
Other prepaid expenses	3,776		4,393
Assets held for sale	248		—
Other assets	752		210
Total	€	5,809	€	11,032

The long-term marketing sponsorship agreement which began in January 2021 contractually ended in June 2024. As of June 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 5: Property and equipment, net


	June 30, 2024		December 31, 2023
(in thousands)
Building and leasehold improvements	€	4,117	€	4,117
Capitalized software and software development costs	31,225		30,065
Computer equipment	15,591		15,375
Furniture and fixtures	3,021		2,999

Subtotal	€	53,954	€	52,556
Less: accumulated depreciation	44,627		42,477

Property and equipment, net	€	9,327	€	10,079

Note 6: Share-based awards and other equity instruments

Amendments to the 2016 Omnibus Incentive Plan

On May 22, 2024, our supervisory board approved an amendment to the trivago N.V. 2016 Omnibus Incentive Plan to increase the maximum number of Class A shares available for issuance by 20,526,250 shares. This amount will be added to the current maximum number of 59,635,698 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. The increase was effective on July 15, 2024, see Note 13: Subsequent events for further details.

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 June 30,				Six months ended June 30,
(in thousands)	2024		2023		2024		2023
Equity classified awards	€	1,927	€	2,507	€	2,975	€	5,138
Liability classified awards	430		—		656		—
Total share-based compensation expense	€	2,357	€	2,507	€	3,631	€	5,138

Share-based award activity

The following table presents a summary of our share option activity for the six months ended June 30, 2024:


	Options	Weighted average exercise price	Remaining contractual life	Aggregate intrinsic value
		(in €)	(In years)	(€ in thousands)
Balance as of January 1, 2024	30,917,455	2.25	7	3,074
Granted	8,550,000	0.36
Exercised(1)	912,300	0.06
Cancelled	4,946,515	6.43
Balance as of June 30, 2024	33,608,640	1.06	8	2,857
Exercisable as of June 30, 2024	7,912,930	3.37	12	629

(1) Inclusive of 567,775 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 June 30, 2024:


Fully Vested and Expected to Vest	Options	Weighted average exercise price	Remaining contractual life	Aggregate intrinsic value
		(in €)	(In years)	(€ in thousands)
Outstanding	22,728,640	1.40	8	1,869
Currently Exercisable	7,912,930	3.37	12	629

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 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 six months ended June 30, 2024:


	RSUs	Weighted Average Grant Date Fair Value	Remaining contractual life
		(in €)	(in years)
Balance as of January 1, 2024	2,202,775	1.79	6
Granted	4,723,845	0.47
Vested(1)	1,296,415	1.49
Cancelled	400,285	1.00
Balance as of June 30, 2024	5,229,920	0.73	6

(1) Inclusive of 653,835 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 7: Income taxes

Income tax benefit was €5.3 million in the six months ended June 30, 2024, compared to income tax expense of €9.6 million in the six months ended June 30, 2023. Our effective tax rate for the six months ended June 30, 2024 was 28.5%, compared to 37.9% in the same period in 2023. The difference in effective tax rate during the six months ended June 30, 2024 compared to the same period in 2023 is primarily related to the difference in pre-tax profit and loss position between the two periods.

Note 8: 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 June 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 June 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.

Note 9: 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 June 30,				Six months ended June 30,
(€ thousands, except per share data)	2024		2023		2024		2023
Numerator:
Net income/(loss)	€	(4,942)	€	5,776	€	(13,326)	€	15,664

Denominator:
Weighted average shares of Class A and Class B common stock outstanding:
Basic	348,973		343,259		349,032		342,912
Diluted	348,973		352,440		349,032		352,728

Net income/(loss) per share:
Basic	€	(0.01)	€	0.02	€	(0.04)	€	0.05
Diluted	(0.01)		0.02		(0.04)		0.04

For the three and six months ended June 30, 2024, 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 10: 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 expect a decision by the court in due course. A case management hearing in the class action that was filed in Israel has been rescheduled by the court to October 2024. The matter remains at a relatively early stage with the court still having to consider the parties' briefs submitted during the third quarter of 2024.

Note 11: 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 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 €47.5 million and €84.5 million for the three and six months ended June 30, 2024, respectively, compared to €48.8 million and €89.3 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 40% and 38% of our total revenue for the three and six months ended June 30, 2024, respectively, compared to 39% and 38% in the same periods in 2023, respectively.

For the three and six months ended June 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 June 30, 2024 and December 31, 2023 were €33.4 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 €0.3 million and €0.7 million for the three and six months ended June 30, 2024, respectively, compared to €0.4 million and €0.8 million in the same periods in 2023, respectively.

Note 12: Segment information

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 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.

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 six months ended June 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 June 30, 2024
(€ thousands)	Developed Europe		Americas		Rest of World		Corporate & Eliminations		Total
Referral Revenue	€	46,957	€	47,880	€	22,358	€	—	€	117,195
Subscription revenue	—		—		—		594		594
Other revenue	—		—		—		768		768
Total revenue	€	46,957	€	47,880	€	22,358	€	1,362	€	118,557
Advertising Spend	36,538		39,663		19,324		—		95,525
ROAS contribution	€	10,419	€	8,217	€	3,034	€	1,362	€	23,032
Costs and expenses:
Cost of revenue, including related party, excluding amortization									2,659
Other selling and marketing, including related party(1)									6,704
Technology and content, including related party									12,875
General and administrative, including related party									9,594


Operating loss									€	(8,800)
Other income/(expense)
Interest expense									(4)
Interest income									1,014
Other, net									(23)
Total other income, net									€	987
Loss before income taxes									€	(7,813)
Benefit for income taxes									(2,891)
Loss before equity method investment									€	(4,922)
Loss from equity method investment									(20)
Net loss									€	(4,942)

(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.


	Three months ended June 30, 2023
(€ thousands)	Developed Europe		Americas		Rest of World		Corporate & Eliminations		Total
Referral Revenue	€	56,744	€	42,886	€	22,934	€	—	€	122,564
Subscription revenue	—		—		—		669		669
Other revenue	—		—		—		1,203		1,203
Total revenue	€	56,744	€	42,886	€	22,934	€	1,872	€	124,436
Advertising Spend	40,559		30,178		14,011		—		84,748
ROAS contribution	€	16,185	€	12,708	€	8,923	€	1,872	€	39,688
Costs and expenses:
Cost of revenue, including related party, excluding amortization									2,980
Other selling and marketing, including related party(1)									5,416
Technology and content, including related party									12,405
General and administrative, including related party									10,286
Amortization of intangible assets									34

Operating income									€	8,567
Other income/(expense)
Interest expense									(1)
Interest income									1,329
Other, net									(57)
Total other income, net									€	1,271
Income before income taxes									€	9,838
Expense for income taxes									4,080
Income before equity method investment									€	5,758
Income from equity method investment									18
Net income									€	5,776

(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.



	Six months ended June 30, 2024
(€ thousands)	Developed Europe		Americas		Rest of World		Corporate & Eliminations		Total
Referral Revenue	€	90,848	€	85,966	€	40,568	€	—	€	217,382
Subscription revenue	—		—		—		1,173		1,173
Other revenue	—		—		—		1,432		1,432
Total revenue	€	90,848	€	85,966	€	40,568	€	2,605	€	219,987
Advertising Spend	72,808		72,923		33,877		—		179,608
ROAS contribution	€	18,040	€	13,043	€	6,691	€	2,605	€	40,379
Costs and expenses:
Cost of revenue, including related party, excluding amortization									5,686
Other selling and marketing, including related party(1)									11,457
Technology and content, including related party									25,419
General and administrative, including related party									18,153
Amortization of intangible assets									23

Operating loss									€	(20,359)
Other income/(expense)
Interest expense									(9)
Interest income									1,883
Other, net									(46)
Total other income, net									€	1,828
Loss before income taxes									€	(18,531)
Benefit for income taxes									(5,272)
Loss before equity method investment									€	(13,259)
Loss from equity method investment									(67)
Net loss									€	(13,326)

(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.



	Six months ended June 30, 2023
(€ thousands)	Developed Europe		Americas		Rest of World		Corporate & Eliminations		Total
Referral Revenue	€	108,600	€	83,421	€	39,855	€	—	€	231,876
Subscription revenue	—		—		—		1,375		1,375
Other revenue	—		—		—		2,221		2,221
Total revenue	€	108,600	€	83,421	€	39,855	€	3,596	€	235,472
Advertising Spend	73,004		53,084		23,633		—		149,721
ROAS contribution	€	35,596	€	30,337	€	16,222	€	3,596	€	85,751
Costs and expenses:
Cost of revenue, including related party, excluding amortization									6,143
Other selling and marketing, including related party(1)									10,509
Technology and content, including related party									24,866
General and administrative, including related party									20,839
Amortization of intangible assets									67

Operating income									€	23,327
Other income/(expense)
Interest expense									(4)
Interest income									2,289
Other, net									(214)
Total other income, net									€	2,071
Income before income taxes									€	25,398
Expense for income taxes									9,616
Income before equity method investment									€	15,782
Loss from equity method investment									(118)
Net income									€	15,664

(1) Represents all other sales and marketing, excluding Advertising Spend, as Advertising Spend is tracked by reporting segment.

Note 13: Subsequent events

After the date of the balance sheet through the date of issuance of these unaudited condensed consolidated financial statements, 825 Class A shares were issued as a result of options exercised and RSUs released.

On July 15, 2024, we filed an S-8 registration statement with the SEC registering an additional 20,526,250 Class A shares that were approved to be awarded under the 2016 Omnibus Incentive Plan.

On July 30, 2024, we acquired a 30% equity interest in Holisto Limited for USD 10 million with an option to purchase the remaining 70% equity interest within the next 15 months. Holisto Limited is an artificial intelligence driven travel technology platform that serves as a hotel rate aggregator and white-label booking engine provider.

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