Booking Holdings BKNG · USD

SEGMENT REPORTING AND GEOGRAPHIC INFORMATIONSee Note 1 for a description of the Company's business. The Company's portfolio of brands is organized into five operating segments. The Company determined its operating segments based on how its chief operating decision maker ("CODM"), who is the Chief Executive Officer and President, manages the business, makes operating decisions, and evaluates operating performance. The operating segments are aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors, and the objectives and principles of ASC 280, Segment Reporting.The CODM reviews revenues and an adjusted measure of earnings before interest, taxes, depreciation, and amortization less additions to property and equipment ("Adjusted EBITDA less Capex") for each operating segment. The following table presents information for the Company's reportable segment. Other segment items include operating expenses such as general and administrative and information technology. See Note 2 for additional information on these expenses.Year Ended December 31,(In millions)202520242023Total revenues$26,917 $23,739 $21,365 Marketing expenses8,186 7,278 6,773 Sales and other expenses3,453 3,104 2,744 Personnel expenses3,321 3,133 2,818 Other segment items2,105 2,045 2,010 Segment Adjusted EBITDA less Capex$9,852 $8,179 $7,020 Decisions to allocate resources to each operating segment are made predominantly through the budgeting and forecasting process. The CODM reviews budget-to-actual variances for revenues and Adjusted EBITDA less Capex to assess performance of the operating segments. The information is also used as a basis for determining compensation for certain employees. Estimates and judgments are made in allocating certain revenues and Adjusted EBITDA less Capex to operating segments due to the integrated nature of the operating segments in the underlying transactions. The allocation process is consistent with the manner in which the CODM assesses the performance of the operating segments. Information on segment assets is not presented as depreciation and amortization is not included in measuring Adjusted EBITDA less Capex.

REVENUESRevenues by Type of Service Approximately 89% of the Company's revenues for the years ended December 31, 2025, 2024, and 2023, respectively, relate to online accommodation reservation services. Revenues from all other sources of online travel reservation services and advertising and other revenues each individually represent less than 10% of the Company's total revenues for each year. The majority of the Company's merchant revenues and substantially all of its agency revenues are from Booking.com's accommodation reservations.Consumer Incentive ProgramsAt December 31, 2025 and 2024, liabilities of $78 million and $150 million, respectively, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets for incentives granted to consumers.

COMMITMENTS AND CONTINGENCIESCompetition and Consumer Protection Reviews The Company is and has been the subject of investigations or inquiries by national competition authorities and other authorities regarding competition law matters, consumer protection issues, and other areas, such as with respect to the scope of its contractual parity provisions with accommodation providers, pricing tools or programs offered to partners, or the ranking criteria used in displaying results to consumers, and from time to time has made commitments regarding future business practices or activities. For example, the Company has previously made voluntary commitments related to showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings, and adjusting how discounts and statements concerning popularity or availability are shown. Some investigations have resulted in fines and the Company could incur additional fines and/or be restricted in certain of its business practices in the future. To the extent that investigations or inquiries result in additional commitments, fines, damages, or other remedies or changes to its business, the Company's business, financial condition, and results of operations could be harmed. In 2024, the Comisión Nacional de los Mercados y la Competencia in Spain (the "CNMC") imposed a fine and restricted certain of Booking.com's business practices such as those relating to contractual parity provisions and the ranking criteria that Booking.com can use to determine how to rank hotels in its display to customers. Booking.com does not agree with the rationale stated in the decision and the restrictions imposed, and has filed an appeal. In February 2025, the Spanish National Court ruled that the CNMC decision, including payment of the fine, is suspended pending the outcome of the appeal. The CNMC and certain third parties have sought to clarify the scope of the court's ruling, including its suspensory effect. Although the Company disagrees with the rationale stated in the CNMC decision, it recorded a liability for this matter with $485 million included in "Other long-term liabilities" in the Consolidated Balance Sheet as of December 31, 2025 and $428 million included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet as of December 31, 2024.

DEBTRevolving Credit FacilityIn May 2023, the Company entered into a five-year unsecured revolving credit facility with a group of lenders. The revolving credit facility extends a revolving line of credit of up to $2 billion to the Company and provides for the issuance of up to $80 million of letters of credit, as well as up to $100 million of borrowings on same-day notice, referred to as swingline loans. Other than the swingline loans, which are available only in U.S. Dollars, the revolving loans and the letters of credit are available in U.S. Dollars, Euros, Pounds Sterling, and any other currency agreed to by the administrative agent and each of the lenders. The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow. In May 2024, the Company extended the maturity date of the revolving credit facility from May 2028 to May 2029 pursuant to an extension request under the credit agreement.Borrowings under the revolving credit facility will bear interest at a rate determined by reference to benchmark rates plus an applicable spread (ranging from 0% to 1.375%) based on the better of the Company's leverage or credit rating at the time of the borrowing. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate determined by reference to the Company's leverage or credit rating. At December 31, 2025 and 2024, there were no borrowings outstanding and $19 million and $26 million, respectively, of letters of credit issued under the revolving credit facility. Outstanding Debt Outstanding debt consists of the following: December 31, 2025December 31, 2024(In millions)Outstanding Principal AmountCarrying Value (1)Outstanding Principal AmountCarrying Value (1)3.65% Senior Notes due March 2025 (2)$— $— $500 $500 0.1% (€950 Million) Senior Notes due March 2025 (2)— — 984 984 0.75% Convertible Senior Notes due May 2025 (2)— — 784 261 4.625% Senior Notes due April 2030— — 1,500 1,494 3.6% Senior Notes due June 2026 (3)1,000 1,000 1,000 999 4.0% (€750 Million) Senior Notes due November 2026 (3)881 880 777 775 1.8% (€1 Billion) Senior Notes due March 20271,174 1,173 1,035 1,034 3.55% Senior Notes due March 2028500 499 500 499 0.5% (€750 Million) Senior Notes due March 2028881 879 777 774 3.625% (€500 Million) Senior Notes due November 2028587 585 518 516 3.5% (€500 Million) Senior Notes due March 2029587 585 518 516 4.

INCOME TAXES The composition of pre-tax income (loss) is as follows:Year Ended December 31,(In millions)202520242023International$9,493 $8,029 $6,119 U.S. (2,661)(737)(638)Total$6,832 $7,292 $5,481 Provision for Income Taxes The composition of income tax expense is as follows: Year Ended December 31,(In millions)202520242023Current income tax expense (benefit):International$1,856 $1,545 $1,371 U.S. Federal42 (235)291 U.S. State46 2 8 Current income tax expense1,944 1,312 1,670 Deferred income tax (benefit) expense:International(48)25 (47)U.S. Federal(413)51 (411)U.S. State(55)22 (20)Deferred income tax (benefit) expense(516)98 (478)Income tax expense (benefit):International1,808 1,570 1,324 U.S. Federal(371)(184)(120)U.S. State(9)24 (12)Income tax expense$1,428 $1,410 $1,192 Income tax liabilities of $928 million and $905 million are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets at December 31, 2025 and 2024, respectively.The following table summarizes cash paid for income taxes, net of refunds received, by jurisdiction:Year Ended December 31,(In millions)202520242023Foreign jurisdictions:Netherlands$1,700 $1,499 $1,122 France (1)172 Other foreign jurisdictions223 177 112 Total Foreign jurisdictions1,923 1,676 1,406 U.S. Federal 322 236 360 U.S. State34 20 23 Cash paid for taxes, net of refunds received$2,279 $1,932 $1,789 (1) The cash paid for income taxes, net of refunds received, for the years ended December 31, 2025 and 2024 do not meet the 5% disaggregation threshold.U.S. Tax ReformIn December 2017, the Tax Act was enacted into law in the U.S. The Tax Act made significant changes to U.S. federal tax law, including a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years. In 2024, the Company reduced its income tax expense that was recorded during the year ended December 31, 2018 by $416 million relating to its federal one-time deemed repatriation liability. The reduction in expense resulted from a 2024 U.S. Tax Court decision in Varian Medical Systems, Inc. vs. Commissioner. Under the Tax Act, the Company's future cash generated by the Company's international operations can generally be repatriated without further U.S. federal income tax, but will be subject to U.S. state income taxes and international withholding taxes, which have been accrued by the Company.

STOCK-BASED COMPENSATION At December 31, 2025, there were approximately 715,000 shares of common stock available for future grants under the 1999 Omnibus Plan, as amended and restated effective June 3, 2021, which is the primary stock compensation plan from which broad-based employee, non-employee director, and consultant equity awards may be made.Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units, and stock options. Performance share units and restricted stock units are payable in shares of the Company's common stock upon vesting. The Company issues shares of its common stock upon the exercise of stock options. The tax benefit related to stock-based compensation was $61 million, $58 million, and $52 million for the years ended December 31, 2025, 2024, and 2023, respectively.Restricted Stock Units and Performance Share UnitsThe Company makes broad-based grants of restricted stock units that generally vest during a period of one- to three-years, subject to certain exceptions for terminations other than for "cause," for "good reason," or on account of death or disability. The Company grants performance share units to executives and certain other employees, which generally vest at the end of a three-year period (with the exception of certain shorter-term performance share units), subject to certain exceptions for terminations other than for "cause," for "good reason," or on account of death or disability. The number of shares that ultimately vest depends on achieving certain performance metrics, performance goals, stock price increase and/or relative total shareholder return, as applicable, by the end of the performance period, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances. Restricted stock units and performance share units granted by the Company during the years ended December 31, 2025, 2024, and 2023 had an aggregate grant-date fair value of $614 million, $635 million, and $586 million, respectively. Restricted stock units and performance share units that vested during the years ended December 31, 2025, 2024, and 2023 had an aggregate fair value at vesting of $1.2 billion, $778 million, and $459 million, respectively.

LEASESThe Company has operating and finance leases for office space, data centers, and computer equipment. The Company recognized the following related to its leases in the Consolidated Balance Sheets:(In millions)Classification in Consolidated Balance SheetsDecember 31,20252024Operating lease assetsOperating lease assets$632 $559 Operating lease liabilities:Current operating lease liabilitiesAccrued expenses and other current liabilities$115 $122 Non-current operating lease liabilitiesOperating lease liabilities557 483 Total operating lease liabilities$672 $605 Finance lease assetsProperty and equipment, net$7 $35 Finance lease liabilities:Current finance lease liabilitiesAccrued expenses and other current liabilities$6 $26 Non-current finance lease liabilitiesOther long-term liabilities— 7 Total finance lease liabilities$6 $33 The weighted-average lease term and discount rate for leases are as follows:December 31,20252024Weighted-average remaining lease term:Operating leases8.6 years9.2 yearsFinance leases0.8 years1.2 yearsWeighted-average discount rate:Operating leases3.8 %3.9 %Finance leases3.5 %3.5 %The Company recognized the following costs related to its leases in the Consolidated Statements of Operations:Year Ended December 31,(In millions)Classification in Consolidated Statements of Operations202520242023Operating lease costGeneral and administrative and Information technology$172 $174 $180 Variable lease costGeneral and administrative and Information technology78 78 82 Finance lease cost Depreciation and amortization26 37 28 Other(2)4 (4)Total lease cost$274 $293 $286 Supplemental cash flow information related to leases is as follows:Year Ended December 31,(In millions)202520242023Cash paid for amounts included in the measurement of lease liabilities:Operating cash flows from operating leases$174 $184 $172 Financing cash flows from finance leases25 36 31 Operating lease assets obtained in exchange for new operating lease liabilities167 75 200 During the year ended December 31, 2023, $44 million of finance lease assets were obtained in exchange for new finance lease liabilities."Operating lease amortization" presented in the operating activities section of the Consolidated Statements of Cash Flows reflects the portion of the operating lease cost from the amortization of the operating lease assets.

The Cyber Risk Management Policy establishes the framework for our cybersecurity risk management and governance, and our security teams operationalize the policy across the Company and conduct cyber risk identification, assessment, management, and reporting. Our privacy teams are responsible for managing data protection risks, including tracking certain risks across the business. We leverage the National Institute of Standards and Technology ("NIST") frameworks for cybersecurity and privacy. We annually measure our security and privacy program maturity against the NIST frameworks and engage a third party every other year to assess against these frameworks. The results of these assessments are discussed with the Board of Directors and the Cybersecurity Subcommittee of the Audit Committee.Our processes for managing cybersecurity risks are embedded across our business. Among other things, we require all employees to complete regular data security and privacy trainings, and conduct phishing tests and specialized training such as secure coding training for our developers. We also undertake various integrated planning and preparedness activities, such as tabletop simulations, vulnerability tests, and red team exercises to evaluate the effectiveness of our security and privacy program and improve our security measures and planning. Our security teams have established procedures for identifying and managing cybersecurity incidents. We also maintain incident response and recovery plans for critical systems that address our response to a cybersecurity incident, and such plans are tested and evaluated on a periodic basis. Incidents are first triaged for severity, and then assessed and escalated as appropriate by a cross functional working group of security, privacy, and legal personnel (consulting with outside counsel or experts as appropriate). Our internal audit function performs its own cybersecurity and privacy audits and reviews certain related practices as part of assessing our internal control over financial reporting. From time to time we have taken steps to improve our practices and remedy deficiencies that have been identified. Our enterprise-wide information security program is also independently assessed every other year by a third party as part of our enterprise risk management, and the Cybersecurity Subcommittee reviews the findings.