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What changed in Booking Holdings's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Booking Holdings's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+425 added−484 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-20)

Top changes in Booking Holdings's 2025 10-K

425 paragraphs added · 484 removed · 342 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe offer these services through five primary consumer-facing brands: Booking.com, Priceline, Agoda, KAYAK, and OpenTable: Accommodations Ground Transportation Flights Activities Restaurants Meta Search Booking.com ☑ ☑ ☑ ☑ Priceline ☑ ☑ ☑ ☑ agoda ☑ ☑ ☑ ☑ KAYAK ☑ OpenTable ☑ We are proud that, despite ongoing challenges to our global community such as the wars in Ukraine and the Middle East and the impact of inflation, we continued our efforts to make our brands the most trusted and convenient platforms for consumers and partners, including: • achieving record annual room nights in 2024; • continuing to increase brand awareness in key markets such as the U.S., including through high-profile sponsorships in the U.S.; • growing our alternative accommodations offering; • improving our loyalty programs, particularly by expanding the Genius program at Booking.com into more travel verticals; • further integrating generative artificial intelligence ("Gen AI") technology into our offerings to add value for consumers and partners; • using Gen AI to drive efficiencies in our operations; • seeking to more effectively manage operating expenses to increase organizational agility and create more capacity for reinvestment, with plans to continue expense reduction in 2025; • improving and expanding our flight offering at Booking.com and Agoda, and offering more opportunities for consumers to discover and book Connected Trips; and • increasing adoption of our payments platform and capabilities.
Biggest changeWe offer these services through five primary consumer-facing brands: Booking.com, Priceline, Agoda, KAYAK, and OpenTable: Accommodations Ground Transportation Flights Activities Restaurants Meta Search Booking.com ☑ ☑ ☑ ☑ Priceline ☑ ☑ ☑ ☑ Agoda ☑ ☑ ☑ ☑ KAYAK ☑ OpenTable ☑ We are proud of the meaningful progress we are making on our strategic initiatives as we continue to create more value for our consumers and partners, including: • achieving record annual room nights in 2025; • integrating new generative artificial intelligence ("Gen AI") features to enhance the consumer and partner experience and drive efficiencies in our operations; • continued advancement towards our Connected Trip vision to make planning, booking, and traveling simpler, more personalized, and seamless; • expanding Booking.com's Genius loyalty program across verticals and continuing to improve loyalty programs across our brands to provide a more personalized experience for consumers and incremental value to partners; • partnering with leading Gen AI organizations; • continuing to increase brand awareness and localization in key geographies such as Asia and the U.S.; • increasing adoption of our payments platform and capabilities; • growing our alternative accommodations offering; • executing on our Transformation Program (as defined below) to drive efficiency and help create capacity for reinvestments in our strategic priorities for long-term value creation; and • broadening our supply and increasing flight and attraction ticket growth at Booking.com and Agoda.
Our common stock is listed on the NASDAQ Global Select Market under the symbol "BKNG." We refer to our company and all of our subsidiaries and brands collectively as "Booking Holdings," the "Company," "we," "our," or "us." 1 Our Business Model We derive substantially all of our revenues from providing online travel reservation services, which facilitate online travel purchases by travelers from travel service providers (which we generally refer to as "consumers" and "partners," respectively).
Our common stock is listed on the NASDAQ Global Select Market under the symbol "BKNG." We refer to our company and our subsidiaries and brands collectively as "Booking Holdings," the "Company," "we," "our," or "us." 1 Our Business Model We derive substantially all of our revenues from providing online travel reservation services, which facilitate online travel purchases by travelers from travel service providers (which we generally refer to as "consumers" and "partners," respectively).
They also benefit from our 2 trusted brands and marketing efforts, expertise in offering an excellent consumer experience, and ability to offer their inventory in markets and to consumers that they may otherwise be unable or unlikely to reach, for instance due to language or payments services we can offer on their behalf. Operate multiple brands.
Partners also benefit from our trusted brands and marketing efforts, expertise in offering an excellent consumer experience, and ability to offer their inventory in markets and to consumers that they may otherwise be unable or unlikely to reach, for instance due to language or payments services we can offer on their behalf. 2 Operate multiple brands.
We refer to this as the "Connected Trip." The goal of our Connected Trip vision is to offer a differentiated and personalized online travel planning, booking, payment, and in-trip experience for each trip, enhanced by a robust loyalty program that provides value to travelers and partners across all trips.
We refer to this as the "Connected Trip." The goal of our Connected Trip vision is to offer a differentiated and personalized travel planning, booking, payment, and in-trip experience for each trip, enhanced by a robust loyalty program that provides value to travelers and partners across all trips.
As a result of this timing difference between when we record marketing expenses and when we recognize associated revenues, we typically experience our highest levels of profitability in the third quarter and our lowest level of profitability in the first quarter.
As a result of this timing difference between when we record marketing expenses and when we recognize associated revenues, we typically experience our highest level of profitability in the third quarter and our lowest level of profitability in the first quarter.
The systems infrastructure and web and database servers of our worldwide operations are hosted in data centers in Europe, Asia, and North America, and each provides services and support typical of hosted data centers.
The systems infrastructure and web and database servers of our operations are hosted in data centers in Europe, Asia, and North America, and each provides services and support typical of hosted data centers.
In addition to the typical seasonality effects on our business, our quarterly results and quarterly year-over-year growth rates can be impacted by: • The length of the booking window (the average time between the booking of a travel reservation and when the travel begins), which impacts the relationship between our gross bookings (recognized at the time of booking) and our revenues (recognized at the time of check-in).
In addition to the typical seasonality effects, our quarterly results and quarterly year-over-year growth rates can be impacted by: • length of the booking window (the average time between the booking of a travel reservation and when the travel begins), which impacts the relationship between our gross bookings (recognized at the time of booking) and our revenues (recognized at the time of check-in).
We believe that we offer a rich culture where employees feel empowered to do their best work with opportunities to grow as well as competitive compensation and benefits. We are focused on our employees' engagement and mental well-being, career satisfaction, development, and succession planning.
We believe that we offer a rich culture where employees feel empowered to do their best work with opportunities to grow as well as competitive compensation and benefits. We are focused on our employees' engagement and mental well-being, career satisfaction, and development.
Item 1. Business Our mission is to make it easier for everyone to experience the world. We aim to provide consumers with a best-in-class experience offering the travel choices they want, with tailored planning, payment, language, and other options, seamlessly connecting them with our travel service provider partners.
Item 1. Business Our mission is to make it easier for everyone to experience the world. We aim to provide consumers with a best-in-class experience with tailored planning, payment, language, and other options seamlessly connecting them with our travel service provider partners.
Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers, including the contra-revenue impact of merchandising, less the amount owed to travel service providers); revenues from facilitation of payments such as credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues.
Merchant revenues include travel reservation commissions and transaction net revenues, which is the amount charged to travelers, including the contra-revenue impact of merchandising, less the amount owed to travel service providers; revenues from facilitation of payments such as credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues.
In 2024, the booking window was generally longer than we experienced in 2023 as an increased percentage of bookings were made for travel that was to occur further out from the time of booking; • The level of acceleration or deceleration in the gross bookings growth rate.
In 2025, the booking window was generally longer than in 2024 as an increased percentage of bookings were made for travel that was to occur further out from the time of booking; • the level of acceleration or deceleration in the gross bookings growth rate.
We also earn revenues from advertising services, restaurant reservation and management services, travel-related insurance offerings, and other services.
We also earn revenues from payment facilitation, advertising, restaurant reservation and management services, travel-related insurance offerings, and other services.
Our systems connect us with vendors and partners. We are modernizing our technology by building new applications with modern development tools and application programming interfaces, and we increasingly rely upon public cloud infrastructure. Our applications utilize digital certificates and other security technologies to help us conduct secure communications and transactions, as appropriate.
We are continually modernizing our technology by building new applications with modern development tools and application programming interfaces, and we increasingly rely upon public cloud infrastructure. Our applications utilize digital certificates and other security technologies to help us conduct secure communications and transactions, as appropriate.
For the year ended December 31, 2024, we had revenues of $23.7 billion, which we classify as "merchant" revenues, "agency" revenues, and "advertising and other" revenues. • Merchant revenues are derived from transactions where we facilitate payments from travelers for the services provided, generally at the time of booking.
For the year ended December 31, 2025, we had revenues of $26.9 billion, which we classify as "merchant" revenues, "agency" revenues, and "advertising and other" revenues. • Merchant revenues are derived from transactions where we facilitate payments from travelers for the services provided, generally at the time of booking.
We generally recognize our marketing activities as the expense is incurred, which is typically in the quarter when the gross bookings for the associated reservations are recognized.
We generally recognize our marketing expenses as they are incurred, which is typically in the quarter when the gross bookings for the associated reservations are recognized.
For further discussion of these regulations and how other global regulations may impact our business, see Part I, Item 1A, Risk Factors - " Information Security, Cybersecurity, and Data Privacy Risks " and " Legal, Regulatory, Compliance, and Reputational Risks ." Technology Our business is supported by multiple systems and platforms designed with an emphasis on scalability, performance, redundancy, and security.
For further discussion, see Part I, Item 1A, Risk Factors - " Information Security, Cybersecurity, and Data Privacy Risks " and " Legal, Regulatory, Compliance, and Reputational Risks ." Technology Our business is supported by multiple systems and platforms designed with an emphasis on scalability, performance, redundancy, and security.
We continue to execute against our long-term strategy to create an ideal traveler experience, offering our customers relevant options and connections at the times and in the language they want them, making trips booked with us seamless, easy, and valuable.
We are executing against our long-term strategy to create an ideal AI-powered traveler experience, offering our customers relevant options and suggestions at the times and in the language they want them, making trips booked with us seamless, easy, and valuable.
In particular, we seek to (a) leverage technology to provide consumers with the best experience, (b) partner with travel service providers and restaurants to our mutual benefit, (c) operate multiple brands that collaborate with each other, and (d) invest in profitable and sustainable growth. Provide the best consumer experience.
In particular, we seek to (a) leverage best-in-class technology to provide consumers with a great experience, (b) partner with travel service providers and restaurants to our mutual benefit, (c) operate multiple brands that collaborate with each other, and (d) invest in profitable and sustainable growth. Deliver value and an excellent experience to our consumers and partners.
We retain independent contractors to support certain functions, but approximately 99% of our employees are full-time employees. 5 We operate in over 220 countries and in over 40 languages globally, and believe that a diverse workforce operating in an inclusive environment has been a part of our success and will help us achieve our long-term strategic goals.
We also retain independent contractors to support certain functions. We operate in over 220 countries and territories and in over 40 languages globally, and believe that a diverse workforce operating in an inclusive environment has been a part of our success and will help us achieve our long-term strategic goals.
A t December 31, 2024, Booking.com offered accommodation reservation services for approximately 4.0 million properties in over 220 countries and territories and in over 40 languages, consisting of approximately 500,000 hotels, motels, and resorts and approximately 3.5 million homes, apartments, and other unique places to stay.
At December 31, 2025, Booking.com offered accommodation reservation services for approximately 4.4 million properties in over 220 countries and territories and in over 40 languages, consisting of approximately 500,000 hotels, motels, and resorts and approximately 3.9 million homes, apartments, and other unique places to stay. In 2025, Booking.com offered flights in over 55 markets.
As a result of our operating structure with multiple distinct brands, our approach to human capital management can vary by brand. Workforce As of December 31, 2024, we employed approximately 24,300 employees, of which approximately 3,100 were based in the United States and approximately 21,200 outside the United States.
As a result of our operating structure with multiple distinct brands, our approach to human capital management can vary by brand. Workforce As of December 31, 2025, we employed approximately 24,300 employees, of which approximately 2,900 were based in the United States and approximately 21,400 outside the United States. Approximately 97% of our employees are full-time employees.
We endeavor to provide consumers with: (a) personalized and easy-to-use online travel services; (b) a comprehensive selection of travel and payment options; (c) informative and useful content; (d) excellent customer service; and (e) value through competitive prices and loyalty programs. We continue to innovate to meet the needs of our consumers and partners through intuitive, easy-to-use websites and mobile apps.
We endeavor to provide consumers with: (a) personalized and easy-to-use online travel services; (b) a comprehensive selection of travel and payment options; (c) informative and useful content; (d) excellent customer service; and (e) value through competitive prices and loyalty programs.
We rely on intellectual property such as trademarks, copyrights, patents, and trade secrets to support our business as well as domain names or other intangible rights or property secured through purchase, licensing, or other agreements with employees, travel service providers, vendors, and other parties.
See Part I, Item 1A, Risk Factors - " Information Security, Cybersecurity, and Data Privacy Risks ." Intellectual Property We rely on intellectual property such as trademarks, copyrights, patents, and trade secrets to support our business as well as domain names or other intangible rights or property secured through purchase, licensing, or other agreements with employees, travel service providers, vendors, and other parties.
Some of our current and potential competitors include the largest global technology companies, which have significantly more customers or users, consumer data, and resources than we do, and may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses, or Gen AI capabilities) to compete more effectively with us.
Our current and potential competitors include the largest global technology companies, which have significantly more consumers, consumer data, and resources than we do, and may be able to leverage other aspects of their businesses to compete more effectively with us.
Given the broad geographical nature of our business and workforce, we are committed to creating workplaces that embrace the cultures and practices of our employees and we prohibit unlawful discrimination of any type.
Given the broad geographical nature of our business and workforce, we are committed to creating workplaces that embrace the cultures and practices of our employees and we prohibit unlawful discrimination of any type. Attraction, Development, and Retention It is critical that we attract and retain the top talent in our industry.
We expect to benefit from this growth in travel and the continued shift to online channels as we work to expand our service offerings and increase our presence in key geographies.
We believe that global travel bookings will generally continue to grow while shifting from traditional offline methods to online channels. We expect to benefit from this growth in travel and the continued shift to online channels as we work to expand our service offerings and increase our presence in key geographies.
See Part I, Item 1A, Risk Factors - " We face risks related to our intellectual property ." Seasonality and Other Timing Factors In 2024, our gross bookings were generally similar in the first three quarters of the year and higher than in the fourth quarter.
See Part I, Item 1A, Risk Factors - " We face risks related to our intellectual property ." Seasonality and Other Timing Factors In 2025, our gross bookings were generally similar in each quarter of the year, with a slightly above-average amount booked in the third quarter and a slightly below-average amount booked in the fourth quarter.
We have never had a work stoppage and we consider our relations with our employees to be good. Company Websites We maintain websites with the addresses www.bookingholdings.com, www.booking.com, www.priceline.com, www.agoda.com, www.kayak.com, and www.opentable.com, among others.
Employee Relations We consider our relations with our employees to be good, and we work collaboratively with relevant works councils, employee representatives, and other labor organizations. 5 Company Websites We maintain websites with the addresses www.bookingholdings.com, www.booking.com, www.priceline.com, www.agoda.com, www.kayak.com, and www.opentable.com, among others.
We seek to attract the best and most innovative talent from a wide range of sources to achieve our long-term strategic goals.
Our goal is to attract, develop, and retain highly-skilled talent and to foster opportunities for colleagues to grow and develop their careers. We seek to attract the best and most innovative talent from a wide range of sources to achieve our long-term strategic goals.
We invest to support growth by our brands, whether through increased marketing, geographic expansion, technological innovation, or increased access to travel service offerings. Invest in profitable and sustainable growth. We seek to offer online services that meet the needs and the expectations of consumers and partners and that we believe will result in mutual long-term profitability and growth.
We invest to support growth by our brands, whether through increased marketing, geographic expansion, technological innovation, or increased access to travel service offerings. Invest in profitable and sustainable growth. We seek to operate our business to drive long-term profitability and growth.
Violations of laws or regulations could result in fines, penalties, and criminal sanctions against us, our officers or employees, and prohibitions on how or where we conduct our business. Even if we are compliant, doing business in certain jurisdictions or violations of these laws and regulations by the parties with which we conduct business risks harming our reputation and brands.
Violations of laws or regulations could result in fines, penalties, and criminal sanctions against us, our officers or employees, and prohibitions or interruptions on how or where we conduct our business.
The majority of our merchant revenue is from Booking.com's accommodation reservations. • Agency revenues are derived from travel-related transactions where we do not facilitate payments from travelers for the services provided. Agency revenues consist almost entirely of travel reservation commissions from our reservation services.
The majority of our merchant revenue is from Booking.com's accommodation reservations. • Agency revenues are derived from travel-related transactions where we do not facilitate payments from travelers for the services provided, and consist almost entirely of travel reservation commissions from Booking.com's accommodation reservations. • Advertising and other revenues are derived primarily from (a) revenues earned by KAYAK for sending referrals to partners and for advertising placements, (b) revenues earned by OpenTable for its restaurant reservation services and subscription fees for restaurant management services, and (c) revenues earned by our other brands for advertising placements on their platforms.
We offer tailored learning opportunities to enable employees to upskill while at work and drive career conversations between employees and their managers, as well as succession planning. We measure organizational culture and engagement so we can be responsive to our employees' needs.
We offer tailored learning opportunities to enable employees to upskill while at work and drive career conversations between employees and their managers, as well as succession planning. We measure organizational culture and engagement and regularly connect with our employees through engagement and quick pulse surveys to request feedback, and the results of these efforts are shared with senior management.
Any such acceleration would positively impact revenue growth in subsequent periods as a portion of the revenue recognized from such gross bookings will occur in future quarters. Conversely, in periods where our gross bookings growth rate substantially decelerates, our operating margins typically benefit; and • The date on which certain holidays (e.g., Easter or Ramadan) fall.
Any such acceleration would positively impact revenue growth in subsequent periods as a portion of the revenue recognized from such gross bookings will occur in future quarters.
We believe they benefit from participating in our services by increasing their distribution channels, demand, profile and reputation, and inventory utilization in an efficient and cost-effective manner.
We also aim to establish mutually beneficial relationships with our partners. We believe they benefit from participating in our services by increasing their distribution channels, demand, profile and reputation, and inventory utilization in an efficient and cost-effective manner. We offer Gen AI powered tools like Smart Messenger and Auto-Reply to enable partners to engage with guests more efficiently.
Our Strategy We aim to demonstrate global leadership in online travel bookings and related services by: • making it easy for people to find, book, pay for, and experience travel; • providing consumers with the most comprehensive choices and value on any device; • offering platforms, tools, and insights to our business partners to drive mutual growth; and • operating our business sustainably and supporting sustainable travel choices by our consumers and partners.
Our Strategy We aim to: • make it easy for people to plan, find, book, pay for, and experience travel; • provide consumers with comprehensive choices and value, including expanding the range of travel-related products and services available on our platforms; • create innovative and valuable Gen AI-powered consumer and partner offerings; • offer platforms, tools, and insights to our partners to drive mutual growth; and • operate our business sustainably and support more sustainable travel choices by our consumers and partners.
With significant operations in San Francisco, California, OpenTable provides online restaurant reservation services to consumers and reservation management services to restaurants, primarily in the United States. Marketing and Brand Awareness We have established widely used and recognized e-commerce brands through marketing campaigns and strategic use of performance marketing spend.
Marketing and Brand Awareness We have established widely used and recognized e-commerce brands through marketing campaigns and strategic use of performance marketing spend. We invest in marketing and other brand building to preserve and enhance consumer awareness of our brands. Competition We compete globally with both online and traditional travel and restaurant reservation and related services.
KAYAK, headquartered in Stamford, Connecticut, provides online meta-search services that allow consumers to easily search and compare travel itineraries and prices from hundreds of online travel platforms at once. KAYAK offers its services in over 60 countries and territories. OpenTable. OpenTable is a leading brand for booking online restaurant reservations.
Agoda is a leading online accommodation reservation service catering primarily to consumers in the Asia-Pacific region, with headquarters in Singapore. Agoda also offers flight, ground transportation, and attractions. KAYAK. KAYAK, headquartered in Norwalk, Connecticut, provides online meta-search services that allow consumers to easily search and compare travel itineraries and prices from hundreds of online travel platforms at once.
In 2024, globally Booking.com offered flights in over 55 markets and in-destination tours and activities in 1,700 cities, as well as rental car reservation services in over 42,000 locations and ground transportation services at approximately 1,900 airports. Priceline. Priceline is a leader in discount travel reservations, primarily in North America, with headquarters in Norwalk, Connecticut.
It also offered in-destination tours and activities, rental car reservation services, and ground transportation services across thousands of locations worldwide. Priceline. Priceline is a leader in discount travel reservations, primarily in North America, with headquarters in Norwalk, Connecticut. Priceline offers online accommodation, flight, and rental car reservation services, as well as vacation packages, cruises, activity, and affiliate programs. Agoda.
We currently, or may in the future, compete with a variety of companies, including: • online travel or restaurant reservation services and meta-search services; 3 • large online search, social media, and marketplace companies; • travel service providers (e.g., accommodations, rental car companies, or airlines); • traditional travel agencies, travel management companies, wholesalers, tour operators, and financial institutions; • companies offering software solutions and technology services to travel service providers; and • companies offering AI agents powered by Gen AI via leveraging e.g., virtual assistants.
We currently or may in the future compete with companies including: • online travel, restaurant reservation, and meta-search services; • large online search, social media, and marketplace companies; • travel service providers (such as hotels, airlines, and rental car companies); • companies offering Gen AI-powered assistants and agents, or other AI-powered offerings; • traditional travel agencies, travel management companies, wholesalers, and tour operators; • financial services and credit card companies; and • companies offering software solutions and technology services to travel service providers. 3 For more information regarding current and potential competitors and the competitive nature of the markets in which we operate, see Part I, Item 1A, Risk Factors - "Intense competition could reduce our market share and harm our financial performance." Government Regulation Our business operates globally and is subject to a wide range and sometimes conflicting set of evolving laws and regulations across multiple jurisdictions including those relating to payments, the digital marketplace, data protection and privacy, competition, consumer protection, and the travel industry (e.g., the EU's Travel Package Directive).
We have made significant investments in people, technology, marketing, and added or expanded travel offerings. In 2024, we continued our investments in Gen AI to benefit internal productivity and improve the consumer and partner experience. We also regularly evaluate and may pursue potential strategic acquisitions, partnerships, joint ventures, or investments as part of our long-term business strategy. Service Offerings Booking.com.
We have made significant investments in people, technology, marketing, and our travel offerings, particularly towards our strategic initiatives such as the Connected Trip, payments, and in key regions such as Asia and the U.S. In 2025, we continued our investments in Gen AI to accelerate internal productivity and improve the consumer and partner experience.
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These include transactions where travelers book accommodation, rental car, airline reservations, and other travel related services.
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In the near term, we are focused on providing consumers the ability to build a complete travel itinerary from AI-powered inspiration and planning to in-trip suggestions for attraction options. We continue to grow our Connected Trip verticals in 2025, including 37% year-over-year flight ticket growth, and about 80% attraction ticket growth off a small base.
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Substantially all of our agency revenue is from Booking.com's accommodation reservations. • Advertising and other revenues are derived primarily from (a) revenues earned by KAYAK for sending referrals to online travel companies ("OTCs") and travel service providers and for advertising placements on our platforms and (b) revenues earned by OpenTable for its restaurant reservation services and subscription fees for restaurant management services.
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We believe that the growth of our payments capabilities removes friction across the travel experience and delivers additional value for consumers and partners. We offer consumer-facing Gen AI capabilities across our brands, including trip planners, AI assistants to answer consumer queries, and a price comparison tool. Gen AI has also improved customer service resolution times and customer satisfaction.
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We focus on relentless innovation and execution and a commitment to serve both consumers and partners with unmatched service and best-in-class technology. We believe that global travel bookings will generally continue to grow while shifting from traditional offline methods to online channels like ours.
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Through our Transformation Program (as defined below) we are driving efficiencies to create capacity to invest in long-term growth. We also regularly evaluate and may pursue potential strategic acquisitions, partnerships, joint ventures, or investments. Service Offerings Booking.com.
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An increasing percentage of our room nights are booked on our mobile apps. We believe that the growth of our payments capabilities across the Company removes friction from the booking process and delivers additional value for travelers and partners.
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KAYAK offers its services in over 60 countries and territories. OpenTable. OpenTable is a leading brand for booking online restaurant reservations. Headquartered in San Francisco, California, OpenTable provides online restaurant reservation services to consumers and reservation management services to restaurants, primarily in the United States.
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In the near term, we are focused on providing consumers the ability to build a complete travel itinerary by enabling them to travel to their destination by flight or rental car, make a reservation with one of our accommodation partners, and experience an attraction while on their trip.
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The markets for the services we offer are intensely competitive and constantly evolving. Competing offerings can be launched at a relatively low cost, with the pace of innovation increasing and the cost to do so decreasing as a result of Gen AI.
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We continue to grow our Connected Trip verticals, including 38% year-over-year flight ticket growth in 2024. We have also launched consumer-facing Gen AI capabilities, including a trip planner, an AI assistant to answer consumer queries, and a price comparison tool. We believe Gen AI has the potential to enhance our Connected Trip offering.
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We expend significant cost and effort to maintain compliance programs, systems, and controls in response to these requirements and to meet expectations of stakeholders. As we evolve our offerings or as governments implement new or evolving views of laws and regulations, the scope and complexity of compliance will increase.
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We strive to provide excellent customer service, including through call centers and online platforms and the use of virtual assistants. Partner with travel service providers and restaurants. We aim to establish mutually beneficial relationships with our partners around the world.
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For example, following the European Commission's designation of us as a gatekeeper under the Digital Markets Act ("DMA") and Booking.com as a "Very Large Online Platform" under the Digital Services Act ("DSA"), we became subject to new requirements and scrutiny.
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Priceline offers online accommodation, flight, and rental car reservation services, as well as vacation packages, cruises, activity, and hotel distribution services for partners and affiliates. Agoda. Agoda is a leading online accommodation reservation service catering primarily to consumers in the Asia-Pacific region, with headquarters in Singapore. Agoda also offers flight, ground transportation, and activities reservation services. KAYAK.
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Similarly, as we expand our payment offerings, any failure by us to comply with changes in European payment services regulation, including Payments Services Directive 3 and the proposed Payment Services Regulation, could limit our ability to offer certain payment features in the European Union.
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We invest in marketing and other brand building to preserve and enhance consumer awareness of our brands. Competition We compete globally with both online and traditional travel and restaurant reservation and related services. The markets for the services we offer are intensely competitive and constantly evolving. Current and new competitors launch new services at a relatively low cost.
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Conversely, in periods where our gross bookings growth rate substantially decelerates, our operating margins typically benefit; and • the date on which certain holidays (e.g., Easter or Ramadan) fall. 4 Human Capital Resources Our employees are fundamental to delivering on our mission to make it easier for everyone to experience the world.
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For example, Google's online travel offerings have grown rapidly in this area by linking travel search services to its dominant search functionality through flight, hotel, and alternative accommodations meta-search products, and by integrating such products into its Google Maps app.
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We view our engagement surveys as an important tool for management to solicit and respond to employee feedback.
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For more information regarding current and potential competitors and the competitive nature of the markets in which we operate, see Part I, Item 1A, Risk Factors - "Intense competition could reduce our market share and harm our financial performance." Government Regulation Our business is affected by regulations of governments and regulatory authorities around the world, many of which are evolving and subject to revised and novel interpretations.
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We intend to use the Investor Relations page of our website (ir.bookingholdings.com) to disclose material information for purposes of the SEC's Regulation Fair Disclosure. We encourage our investors to monitor this website in addition to our other public announcements and SEC filings as information posted on that page could be deemed to be material information.
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Regulations that may impact us include: • Data Protection and Privacy : We have policies and a governance framework to comply with privacy laws that apply to our business, meet evolving stakeholder expectations, and support innovation and growth.
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Regulations such as the EU's General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act (the "CCPA") and other comprehensive state consumer privacy laws impose significant compliance obligations and costs. Other jurisdictions have adopted or may adopt similar data protection regulations.
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Some of these laws afford consumers a private right of action against companies like ours for certain statutory violations. • Competition, Consumer Protection and Online Commerce : Competition and consumer protection authorities are increasingly focused on large technology companies and the regulation of digital platforms.
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The Digital Markets Act ("DMA") and Digital Services Act ("DSA") give EU regulators more instruments to investigate and regulate digital businesses and impose rules and requirements on online platforms, including those designated as "gatekeepers" under the DMA, with separate rules for "Very Large Online Platforms" ("VLOPs") under the DSA.
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The European Commission has designated the Company as a gatekeeper under the DMA for the service provided through Booking.com and Booking.com as a VLOP under the DSA. • Regulation of the Travel Industr y: Our business is impacted by travel-related regulations such as local regulation of alternative accommodations or measures to address the issues of "overtourism" and the impact of tourism on the climate.
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Further, some parts of our business are already subject to certain requirements of the EU Package Travel Directive (the "Package Directive"), and as our offerings continue to diversify and expand, we may become subject to additional requirements of the Package Directive or other regulations. • Payment s: As we expand our payments services to consumers and business partners in different geographies, we are subject to additional regulations, such as local financial services or export control regulations and license requirements, which has resulted in increased compliance costs and complexities, including those associated with the implementation of new or advanced internal controls.
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We are also subject to payment card association rules and obligations under our contracts with payment card processors, including the Payment Card Industry Data Security Standard, compliance with which is complex and costly.
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See Part I, Item 1A, Risk Factors - " Information Security, Cybersecurity, and Data Privacy Risks ." 4 Intellectual Property The protection of our intellectual property is important to our success.
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Human Capital Resources Our employees are fundamental to delivering on our mission to make it easier for everyone to experience the world. Our goal is to attract, develop, and retain highly-skilled talent and to foster opportunities for colleagues to grow and develop their careers.
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As of December 31, 2024, approximately 46% of our employees were women, approximately 26% of our technology positions were filled by women, and approximately 34% of leadership (which includes vice presidents and above for all brands except Booking.com, which includes senior directors and above due to a greater number of employees) were women.
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Gender Diversity of Employees (as of December 31, 2024) While a significant percentage of our workforce is located in jurisdictions that may present challenges to tracking certain employee demographics for legal reasons, we seek other ways to assess our employees' experience. For example, all of our brands include questions in annual employee engagement surveys to gauge our inclusivity progress.
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We also publish our consolidated EEO-1 report for employees in the United States, although as of December 31, 2024, this represented only approximately 13% of our workforce. Attraction, Development, and Retention It is critical for our business that we attract and retain the top talent in our industry.
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We regularly connect with our employees through engagement and quick pulse surveys to request feedback, and the results of these efforts 6 are shared with senior management. We believe that the results of our 2024 engagement surveys broadly demonstrate an engaged workforce.
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Employee Relations Although we have works councils or employee representatives in certain countries, our U.S. employees are not represented by a labor union or covered by a collective bargaining agreement. We work collaboratively with works councils, employee representatives, and other organizations in relevant jurisdictions.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur evolving efforts to utilize Gen AI may increase risks related to harmful content, inaccuracies, bias or discrimination, intellectual property infringement or misappropriation, data privacy, cybersecurity, or other issues. In some instances we may make use of third-party foundational models that have been pre-trained on data which may be insufficient, erroneous, stale, contain biased information, or infringe intellectual property rights.
Biggest changeIn some instances, we may make use of third-party foundational models that have been pre-trained on data which may be insufficient, erroneous, stale, contain biased information, or infringe intellectual property rights. In addition, some users may also engage in fraudulent or abusive activities through our AI services, such as unauthorized account access, payment fraud, or launching cyberattacks.
With any technical innovation such as the Connected Trip effort, there could be vulnerabilities and other technical failures, which could result in lost business, harm to our brand or reputation, consumer complaints, and other adverse consequences, any of which could adversely affect our business and results of operations.
With any technical innovation such as the Connected Trip effort, there could be vulnerabilities and other technical failures, which could result in lost business, harm to our brand or reputation, consumer complaints, or other adverse consequences, any of which could adversely affect our business and results of operations.
We cooperate with regulators but we are unable to predict what, if any, effect any investigations or their resolution, including the effect of any commitments we might make, will have on our business, industry practices, or online commerce more generally.
We cooperate with regulators but are unable to predict what, if any, effect any investigations or their resolution, including the effect of any commitments we might make, will have on our business, industry practices, or online commerce more generally.
We have invested and will need to continue to invest substantial resources to comply with applicable laws and regulations, and failure to maintain compliance with applicable licensing, payment services, customer fund safeguarding, or related regulations could lead to fines, which could be significant, or require us to modify or interrupt our business practices, plans, or operations, any of which could negatively impact our business, results of operations, and profit margins.
We have invested and will need to continue to invest substantial resources to comply with applicable laws and regulations, and failure to maintain compliance with applicable licensing requirements, payment services, customer fund safeguarding, or related regulations could lead to fines, which could be significant, or require us to modify or interrupt our business practices, plans, or operations, any of which could negatively impact our business, results of operations, and profit margins.
These factors combined with inflationary pressure on compensation has caused our personnel expenses to attract and retain key talent to increase, which may adversely affect our results of operations. If we do not succeed in attracting and retaining well-qualified employees, our business, ability to grow and innovate, competitive position, reputation, and results of operations would be adversely affected.
These factors combined with inflationary pressure on compensation has caused our personnel expenses to attract and retain key talent to increase, which may adversely affect our results of operations. If we do not 9 succeed in attracting, and retaining well-qualified employees, our business, ability to grow and innovate, competitive position, reputation, and results of operations would be adversely affected.
For example, we currently offer optional rental car-related insurance products to customers protecting them against accidental damage to their rental vehicles, optional room and flight cancellation insurance products, and we intend to offer additional trip-related insurance products in the future, which subjects us to insurance distribution regulations and related increased compliance costs and complexities, any of which could negatively impact our business and results of operations.
For example, we offer optional rental car-related insurance products to customers protecting them against accidental damage to their rental vehicles, optional room and flight cancellation insurance products, and we intend to offer additional trip-related insurance products in the future, which subjects us to insurance distribution regulations and related increased compliance costs and complexities, any of which could negatively impact our business and results of operations.
Although we believe we do not owe the taxes claimed in these lawsuits, litigation is uncertain, and if there was an adverse outcome in these lawsuits or similar litigation in other jurisdictions, it could result in liabilities for past and/or future bookings, and it could have an adverse effect on our business, reputation, profit margins, and results of operations.
Although we believe we do not owe the taxes claimed in these lawsuits, litigation is uncertain, and if there was an adverse outcome in 13 these lawsuits or similar litigation in other jurisdictions, it could result in liabilities for past and/or future bookings, and it could have an adverse effect on our business, reputation, profit margins, and results of operations.
Regulations relating to operational resilience, including the EU's Digital Operations Resilience Act, banking (including consumer protection), privacy, and security of our processes also apply to us. Further, our payments systems are susceptible to illegal and improper uses, including money laundering, terrorist financing, fraudulent sales of goods or services, and transactions by or with sanctioned parties.
Regulations relating to operational resilience, including the EU's Digital Operations Resilience Act, consumer protection, privacy, and security of our processes also apply to us. Further, our payments systems are susceptible to illegal and improper uses, including money laundering, terrorist financing, fraudulent sales of goods or services, and transactions by or with sanctioned parties.
Additionally, there have been significant changes made and proposed to international tax laws that increase the complexity, burden, and cost of tax compliance. The Organisation for Economic Co-operation and Development ("OECD") is focused on tax reform to ensure international tax standards keep pace with changes in global business practices, which could result in tax changes.
There have been significant changes made and proposed to international tax laws that increase the complexity, burden, and cost of tax compliance. The Organisation for Economic Co-operation and Development ("OECD") is focused on tax reform to ensure international tax standards keep pace with changes in global business practices, which could result in tax changes.
Pursuing a strategy of improving performance marketing ROIs along with factors such as competitors' actions in the bidding environment, the amount of 10 marketing invested by these channels to generate demand, and overall marketing platform traffic growth trends, may also impact our gross bookings and revenue growth rates.
Pursuing a strategy of improving performance marketing ROIs along with factors such as competitors' actions in the bidding environment, the amount of marketing invested by these channels to generate demand, and overall marketing platform traffic growth trends, may also impact our gross bookings and revenue growth rates.
Impairments of goodwill, long-term investments, and long-lived assets, increases in provisions for expected credit losses on receivables from and cash advances made to our travel service provider and restaurant partners, and increases in cash outlays to refund consumers for prepaid reservations have a negative impact on our results of operations.
Impairments of goodwill, long-term investments, and long-lived assets, increases in provisions for expected credit losses on receivables from and cash advances made to our travel service provider and restaurant partners, and increases in cash outlays to refund consumers for prepaid reservations could have a negative impact on our results of operations.
We use both internally-developed and third-party systems to operate our services, including transaction processing, order management, and financial and accounting systems. If the number of consumers using our services increases substantially, or if critical third-party systems stop operating as designed, we may need to repair, expand, replace, or upgrade our systems or infrastructure.
We use both internally-developed and third-party systems to operate our services, including transaction processing, order management, and financial and accounting systems. If the number of consumers using our services increases substantially, or if critical third-party systems stop operating as designed, we may need to repair, expand, replace, or upgrade our systems.
Scaling and growing our business in such markets could require significant investment, which could have a negative impact on our profit margins. In some markets such as China, local requirements may restrict participation by foreign businesses, making our entry into and expansion in those markets costly, difficult, or impossible.
Growing our business in such markets could require significant investment, which could have a negative impact on our profit margins. In some markets such as China, local requirements may restrict participation by foreign businesses, making entry into and expansion in those markets costly, difficult, or impossible.
The DMA and DSA each have significant penalties for non-compliance, and could lead to private litigation. Our compliance costs have increased in connection with becoming subject to the DMA and DSA, each of which remains subject to further interpretation and regulatory engagement, and could require additional changes to our products, business practices, and compliance activities in the future.
The DMA and DSA each have significant penalties for non-compliance, and could lead to private litigation. Our compliance costs have increased in connection with becoming subject to the DMA and DSA, each of which remains subject to further interpretation and regulatory engagement, and could require additional changes to our products, business practices, and compliance activities.
The Netherlands corporate income tax law provides that income generated from qualifying innovative activities is taxed at the rate of 9% ("Innovation Box Tax") rather than the Dutch statutory rate of 25.8%. A portion of Booking.com's earnings historically has qualified for Innovation Box Tax treatment.
The Netherlands corporate income tax law provides that income generated from qualifying innovative activities is taxed at the rate of 9% ("Innovation Box Tax") rather than the Dutch statutory rate of 25.8%. A portion of Booking.com's earnings historically qualified for Innovation Box Tax treatment.
Any publicized privacy and security problems could negatively affect consumers' willingness to use our services. Some of our business is conducted with third-party marketing affiliates, which may generate travel reservations through our infrastructure or through other systems.
Any publicized privacy and security problems could negatively affect consumers' or partners' willingness to use our services. Some of our business is conducted with third-party marketing affiliates, which may generate travel reservations through our infrastructure or through other systems.
Certain of our subsidiaries that may provide payment services in support of our brands are subject to licensing and regulations that impose notice and approval obligations on investors that seek indirect or direct ownership, in the aggregate, of 10% or more of our outstanding shares.
Certain of our subsidiaries that provide payment services in support of our brands are subject to licensing and regulations that impose notice and approval obligations on investors that seek indirect or direct ownership, in the aggregate, of 10% or more of our outstanding shares.
The DMA and DSA give regulators in the EU more instruments to investigate and regulate digital businesses and impose additional rules and requirements on platforms designated as "gatekeepers" under the DMA and online platforms more generally, with separate rules for "Very Large Online Platforms" ("VLOPs") under the DSA.
The DMA and DSA give EU regulators more instruments to investigate and regulate digital businesses and impose additional rules and requirements on platforms designated as "gatekeepers" under the DMA and online platforms more generally, with separate rules for "Very Large Online Platforms" ("VLOPs") under the DSA.
Additionally, if these third parties experience service disruptions or if they cease operations, consumers and travel 19 service providers could have difficulty making or receiving payments, which could adversely impact our reputation, business, and results of operations.
Additionally, if these third parties experience service disruptions or if they cease operations, consumers and travel service providers could have difficulty making or receiving payments, which could adversely impact our reputation, business, and results of operations.
Reductions in the availability and response time of our online services could cause loss of substantial business volumes and measures we may take to divert suspect traffic could result in the diversion of bona fide customers.
Reductions in the availability and response time of our services could cause loss of substantial business volumes and measures we may take to divert suspect traffic could result in the diversion of bona fide customers.
Our efforts to protect information from unauthorized access have and could in the future result in the rejection or delay of legitimate attempts to book reservations through our services, which could result in lost 13 business.
Our efforts to protect information from unauthorized access have and could in the future result in the rejection or delay of legitimate attempts to book reservations through our services, which could result in lost business.
We are also subject to other non-income-based taxes, such as value-added, payroll, sales, use, excise, net worth, property, hotel occupancy, and goods and services.
We are also subject to other non-income-based taxes, such as value-added taxes ("VAT"), payroll, sales, use, excise, net worth, property, hotel occupancy, and goods and services.
The rules of the card schemes and payment systems are often updated or interpreted in different ways, and we may need to adjust our systems and/or processes to comply with any updated obligations.
The rules of the card schemes and payment systems are often updated or interpreted in different ways, and we may need to adjust our systems and/or processes to comply with updated obligations.
Our marketing efficiency, expressed as marketing expense as a percentage of gross bookings, and performance marketing return on investment ("ROIs") are impacted by a number of factors that are subject to variability and are in some cases outside of our control, including ADRs, costs per click, cancellation rates, foreign currency exchange rates, our ability to convert traffic to booking customers, and the timing and effectiveness of our brand marketing campaigns.
Our marketing efficiency, expressed as marketing expense as a percentage of gross bookings, and performance marketing return on investment ("ROIs") are impacted by a number of factors that are subject to variability and are in some cases outside of our control, including ADRs, costs per click, cancellation rates, foreign currency exchange rates, our ability to convert traffic to booking consumers, and the timing and effectiveness of our brand marketing campaigns.
The market price of our common stock is highly volatile and subject to fluctuations in response to factors such as: • financial or operating results that vary from expectations, changes in expectations as to our future financial or operating performance, or changes in our capital structure; 21 • worldwide political and economic conditions, including the effects of inflation, changes in interest rates, market volatility, or fluctuations in foreign currency exchange rates, particularly between the U.S.
The market price of our common stock is highly volatile and subject to fluctuations in response to factors such as: • financial or operating results that vary from expectations, changes in expectations as to our future financial or operating performance, or changes in our capital structure; 18 • worldwide political and economic conditions, including the effects of inflation, changes in interest rates, market volatility, or fluctuations in foreign currency exchange rates, particularly between the U.S.
If we are unable to successfully implement and evolve measures to detect and reduce the risk of fraud on our platforms, our business, profit margins, results of operations, and financial condition could be materially adversely affected. We process many of our transactions on a merchant basis where we facilitate payments from travelers through payment cards and other payment methods.
If we are unable to successfully implement and evolve measures to detect and reduce the risk of fraud on our platforms, our business, profit margins, results of operations, and financial condition could be materially adversely affected. We process the majority of our transactions on a merchant basis where we facilitate payments from travelers through payment cards and other payment methods.
A cyberattack against one of these third parties that compromises their credentials may result in unauthorized access to our systems and data, resulting in a cyberattack against us. Furthermore, our agreements with some third-party service providers do not provide recourse for service interruptions, and such service interruptions could have a negative impact on our business and results of operations.
A cyberattack against one of these third parties that compromises their credentials may result in unauthorized access to our systems and data. Furthermore, our agreements with some third-party service providers do not provide recourse for service interruptions, and such service interruptions could have a negative impact on our business and results of operations.
For example, Booking.com has implemented changes to address the DMA prohibition on parity arrangements in the European Economic Area and the requirements regarding the usage of data across services, which could adversely impact our business. As a gatekeeper, we also established an independent compliance function to monitor compliance with the DMA.
For example, Booking.com has implemented changes to address the DMA prohibition on parity arrangements in the European Economic Area and the requirements regarding the usage of data across services, which could adversely impact our business. As a gatekeeper, we also established a compliance function to monitor compliance with the DMA.
Under the DSA, as a VLOP, Booking.com is required to collect more information from partners, which could disincentivize certain partners from using our services. Booking.com is also subject to additional scrutiny, obligations, and costs, such as payment of an annual supervisory fee, annual risk assessments and independent audits, and establishing an independent compliance function.
Under the DSA, as a VLOP, Booking.com is required to collect more information from partners, which could disincentivize certain partners from using our services. Booking.com is also subject to additional scrutiny, obligations, and costs, such as payment of an annual supervisory fee, annual risk assessments and independent audits, and maintaining a compliance function.
Compliance with and implementation of the EU's Payment Services Directive 2 and similar or successor legislation such as the EU's Payment Services Directive 3 and Payment Services Regulations may be difficult to adhere to in a timely manner, result in increased compliance costs, and be administratively burdensome, any of which could negatively impact our business and results of operations.
Compliance with and implementation of the EU's Payment Services Directive 2 and similar or successor legislation such as the EU's Payment Services Directive 3 and Payment Services Regulations may be difficult to adhere to in a timely manner or at all and may result in increased compliance costs, and be administratively burdensome, any of which could negatively impact our business and results of operations.
Our continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance, and our credit ratings. Increased volatility in financial and securities markets will generally make access to capital less certain.
Our continued access to sources of liquidity depends on multiple factors, including global economic and financial market conditions, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance, and our credit ratings. Increased volatility in financial and securities markets will generally make access to capital less certain.
We face risks relating to our environmental, social, and governance ("ESG") objectives, including climate-related commitments we have made that require us to invest effort, resources, and management time, and failing to meet those objectives may adversely impact our reputation, employee retention, and willingness of customers and partners to do business with us.
We face risks relating to our environmental and social objectives, including climate-related commitments we have made that require us to invest effort, resources, and management time, and failing to meet those objectives may adversely impact our reputation, employee retention, and willingness of customers and partners to do business with us.
We invest considerable resources in the establishment and maintenance of our brands, marketing and other brand building efforts to preserve and enhance consumer awareness of our brands, and to attract and retain customers. Performance marketing costs to grow traffic to our platforms are variable because they are dependent on others' marketing spend in the same channels.
We invest considerable resources in the establishment and maintenance of our brands, marketing and other brand building efforts to preserve and enhance consumer awareness of our brands, and to attract and retain consumers. Performance marketing costs to grow traffic to our platforms are variable because they are dependent on others' marketing spend in the same channels.
To the extent that these or any other investigations or inquiries result in additional commitments, changes to our business practices, negative publicity, fines, damages from private litigation, or other remedies, it could have a material adverse effect on our business, financial condition, and results of operations.
To the extent that investigations or inquiries result in additional commitments, changes to our business practices, negative publicity, fines, damages from private litigation, or other remedies, it could have a material adverse effect on our business, financial condition, and results of operations.
Further, there is uncertainty about the validity and enforceability of intellectual property rights related to our use of Gen AI. Effective intellectual property protection may not be available in every country in which our services are made available, particularly in certain jurisdictions in which we operate in which theft of intellectual property may be more prevalent.
Further, there is uncertainty about the validity and enforceability of intellectual property rights related to our use of Gen AI. Effective intellectual property protection may not be available in every country in which our services are made available, particularly in certain jurisdictions in which theft of intellectual property may be more prevalent.
Our existing security measures have not always been, and in the future may not be, successful in preventing attacks on our systems. For instance, we have incurred costs related to customer reimbursement and customer service, reputational harm, and lost revenue from fictitious listings and account takeovers.
Our existing security measures have not always been, and in the future may not be, successful in preventing attacks. For instance, we have incurred costs related to customer reimbursement and customer service, reputational harm, and lost revenue from fictitious listings and account takeovers.
While we invest significant resources to comply with regulations such as the European Union's (the "EU") General Data Protection Regulation (the "GDPR"), the California Consumer Privacy Act (the "CCPA"), the Personal Information Protection Law in the People's Republic of China, the Digital Personal Data Protection Act in India, and the EU Digital Markets Act ("DMA"), they are complex, subject to uncertain interpretation, and impose significant compliance obligations and costs on us.
While we invest significant resources to comply with regulations such as the EU's General Data Protection Regulation ( "GDPR"), the California Consumer Privacy Act ("CCPA"), the Personal Information Protection Law in the People's Republic of China, the Digital Personal Data Protection Act in India, and the EU Digital Markets Act ("DMA"), they are complex, subject to uncertain interpretation, and impose significant compliance obligations and costs on us.
Our outstanding indebtedness and any additional indebtedness we incur may have significant consequences, which may be amplified if our cash flow and earnings decrease, and could include: • requiring the dedication of a portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of cash flow available for other purposes; • increased vulnerability to downturns in our business, competitive pressures, and adverse changes in general economic and industry conditions, and less flexibility when planning for or reacting to changes in our business and industry; and • decreased or lost ability to obtain additional financing on terms acceptable to us.
Our indebtedness may have significant consequences, which may be amplified if our cash flow and earnings decrease, and could include: • requiring the dedication of a portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of cash flow available for other purposes; • increased vulnerability to downturns in our business, competitive pressures, and adverse changes in general economic and industry conditions, and less flexibility when planning for or reacting to changes in our business and industry; and • decreased or lost ability to obtain additional financing on terms acceptable to us.
Our implementation of AI systems could result in legal liability, regulatory action, brand, reputational, or competitive harm, or subject us to new regulatory frameworks (such as the European Union Artificial Intelligence Act). Such risks are heightened if we or third-party developers or vendors lack sufficient responsible AI development or governance practices.
Our implementation of AI systems could result in legal liability, regulatory action, brand, reputational, or competitive harm, or subject us to new regulatory frameworks (such as the European Union's ("EU") Artificial Intelligence Act). Such risks are heightened if we or third-party developers or vendors lack sufficient responsible AI development or governance practices.
If we are unable to meet demand in a timely manner, it could have a negative impact on our business. Many of our processes and systems are highly automated and involve multiple inputs from various IT systems, which can 14 mitigate the risk of human error but can also make testing, troubleshooting, and auditing more difficult.
If we are unable to meet demand in a timely manner, it could have a negative impact on our business. Many of our processes and systems are highly automated and involve multiple inputs, which can mitigate the risk of human error but can also make testing, troubleshooting, and auditing more difficult.
In addition, such third parties may not comply with applicable disclosure or confidentiality requirements, or with parameters within which we permit them to process data, which could expose us to liability. We depend upon various third parties to process payments, including credit cards, or to provide credit card numbers for payment for our merchant transactions.
In addition, such third parties may not comply with applicable disclosure requirements, or with parameters within which we permit them to process data, which could expose us to liability. 12 We depend upon third parties to process payments, including credit cards, or to provide credit card numbers for payment for our merchant transactions.
A number of jurisdictions in the U.S. have initiated lawsuits or other proceedings against OTCs, including us, related to, among other things, the payment of certain travel transaction taxes that could include historical taxes that are claimed to be owed, interest, penalties, punitive damages, and/or attorney's fees and costs.
A number of jurisdictions have initiated lawsuits or other proceedings against OTCs, including us, related to, among other things, the payment of certain travel transaction taxes that could include historical taxes that are claimed to be owed, interest, penalties, punitive damages, and/or attorney's fees and costs.
Additional taxes or other assessments may be in excess of our current tax provisions or may require us to modify our business practices in order to reduce our exposure to additional taxes going forward, any of which could have a material adverse effect on our business, results of operations, and financial condition.
Additional taxes or other assessments may be in excess of our current tax provisions or may require us to modify our business practices in order to reduce our exposure to additional taxes going forward, any of which could have a material adverse effect on our business, results of operations, and financial condition. The U.S.
Some of our current and potential competitors may have greater resources or stronger competitive positions in certain geographic regions than we do. For example, some of our competitors may be domiciled in different countries and subject to political, legal, and regulatory regimes that enable them to compete more effectively than us.
Some of our current and potential competitors may have greater resources or stronger competitive positions in certain regions than we do, or may be domiciled in different countries and subject to political, legal, and regulatory regimes that enable them to compete more effectively than us.
Legal, Regulatory, Compliance, and Reputational Risks Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business by legislators and regulators in these areas may intensify. We are subject to competition and consumer protection laws and regulations around the world.
Legal, Regulatory, Compliance, and Reputational Risks Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business in these areas may intensify. We are subject to competition and consumer protection laws and regulations around the world.
We have filed applications for protection of certain aspects of our intellectual property in the U.S. and other jurisdictions, and we currently hold a number of issued patents in several jurisdictions. In the future we may acquire additional intellectual property portfolios, which could require significant cash expenditures.
We have filed applications for protection of certain aspects of our intellectual property, and we currently hold a number of issued patents in several jurisdictions. In the future we may acquire additional intellectual property portfolios, which could require significant cash expenditures.
These issues are more difficult to manage during any expansion of the number of places where we operate and the variety of services we offer, and as the tools and techniques used in such attacks, such as Gen AI or similar technologies, become more advanced.
These issues are more difficult to manage during any expansion of the number of places where we operate and the variety of services we offer, and as the tools and techniques used in such attacks, such as Gen AI or agentic AI become more advanced.
If our ESG practices and disclosures do not meet evolving investor or other stakeholder expectations or regulatory requirements, then our reputation, ability to attract or retain employees, and our attractiveness as an investment or business partner could be negatively impacted.
If our environmental and social practices and disclosures do not meet evolving investor or other stakeholder expectations or regulatory requirements, then our reputation, ability to attract or retain employees, and our attractiveness as an investment or business partner could be negatively impacted.
These laws and regulations evolve, and their interpretation, application, and enforcement can also change, be unpredictable, or be affected by changing political or social pressures. As we expand our business into new areas, including building the Connected Trip vision, we may become subject to additional laws and regulations.
These laws and regulations evolve, and their interpretation, application, and enforcement can also change, be unpredictable, or be affected by changing political or social pressures. As we expand our business into new areas, including building the Connected Trip vision and integrating Gen AI into our offerings, we may become subject to additional laws and regulations.
We may be required to expend significant time and resources to prevent infringement or to enforce our intellectual property rights. We endeavor to defend our intellectual property rights diligently, but intellectual property litigation is expensive and time-consuming, and may divert managerial attention and resources from our business objectives.
We may be required to expend significant time and resources to prevent infringement or to enforce our intellectual property rights. We endeavor to defend our intellectual property rights diligently, but intellectual property litigation is expensive and time-consuming and may divert management from business objectives.
In addition, as our payment processing activities develop or expand into different geographies, we expect to be subject to additional regulations, including financial services and export controls regulations, which we expect to result in increased compliance costs and complexities, including those associated with the implementation of new or advanced internal controls.
In addition, as our payment processing activities develop or expand into different geographies, we are subject to additional regulations, including financial services and export controls regulations, which would result in increased compliance costs and complexities, including those associated with the implementation of new or advanced internal controls.
Any significant increase in our provision for expected credit losses and any significant increase in cash outlays to refund consumers could have a corresponding adverse effect on our results of operations and related cash flows.
Any significant increase in our provision for expected credit losses, or cash outlays to refund consumers for prepaid reservations, could have a corresponding adverse effect on our results of operations and related cash flows.
While processing transactions on a merchant basis allows us to offer a variety of payment methods and flexible transaction terms, we incur additional payment processing costs (which are typically higher for foreign currency transactions) and other costs related to these transactions, such as costs related to fraudulent payments and transactions and fraud detection.
While processing transactions on a merchant basis allows us to offer a variety of payment methods and flexible transaction terms, we incur additional payment processing costs (which are typically higher for foreign currency transactions) and other costs related to these transactions, such as costs related to managing and detecting fraudulent payments and transactions.
We rely on the performance of highly skilled employees; and, if we are unable to retain or motivate key employees or hire, retain, and motivate well-qualified employees, our business would be harmed. 11 Our performance relies on the talents and efforts of highly skilled individuals. Our future success depends on our continuing to attract and retain a highly skilled workforce.
We rely on the performance of highly skilled employees and, if we are unable to retain or motivate key employees or hire, retain, and motivate well-qualified employees, our business would be harmed. Our performance relies on the talents and efforts of highly skilled individuals. Our future success depends on our continued ability to attract and retain a highly skilled workforce.
Regulators (or we) may determine, and in some cases are likely to determine, that certain aspects of our business are subject to laws that govern payments activities, such as money transmission and online payments processing, which could require us to obtain licenses to continue to operate in certain jurisdictions or result in modification or interruption of our business plans, which would negatively impact our business and results of operations.
Regulators (or we) may determine, and in some cases are likely to determine, that certain aspects of our business are subject to laws that govern payments activities, such as money transmission and online payments processing, which could require us to obtain licenses to continue to operate in certain jurisdictions or result in modification or interruption of our business plans, which would materially adversely affect our business and results of operations.
A security breach at any third party that we conduct business with could be perceived by consumers as a security breach of our systems and could result in negative publicity, subject us to notification requirements, damage our reputation, expose us to risk of loss or litigation, and subject us to regulatory penalties and sanctions, even if we had no direct involvement in the breach.
A security breach at any third party that we conduct business with could be perceived by consumers or partners as a security breach of our systems and could subject us to notification requirements and regulatory penalties, damage our reputation, and expose us to risk of loss or litigation, even if we had no direct involvement in the breach.
Due to the scale of our business activities outside of the U.S., changes in U.S. or international taxation of our activities, such as new definitions of permanent establishment, new nexus and profit allocation rules, or the combined effect of tax laws in multiple jurisdictions, may increase our worldwide effective tax rate, increase the complexity and costs associated with tax compliance, and adversely affect our cash flows and results of operations.
Changes in U.S. or international taxation of our activities, such as new definitions of permanent establishment, new nexus and profit allocation rules, or the combined effect of tax laws in multiple jurisdictions, may increase our worldwide effective tax rate, increase the complexity and costs associated with tax compliance, and adversely affect our cash flows and results of operations.
If these initiatives or regulations impair our ability to serve customers or if we are less effective than our competitors in addressing these issues, our ability to improve performance on our platforms, business, market share, and results of operations could be adversely affected.
If these initiatives or regulations impair our ability to serve customers or if we are less effective than our competitors in addressing these issues, our ability to improve performance on our platforms, business, competitive position, and results of operations could be adversely affected.
A significant reduction on the part of any of our major travel service providers, or restaurants, for a sustained period of time or their complete withdrawal from our services, including due to a provider's bankruptcy or closure, could have an adverse effect on our business, advertising revenue, market share, and results of operations.
A significant reduction on the part of any of our major travel service providers or restaurants for a sustained period of time or their withdrawal from our services, including due to a provider's bankruptcy or closure, could have an adverse effect on our business, advertising revenue, competitive position, and results of operations.
If we enable or offer Gen AI solutions that have unintended consequences, are contrary to responsible AI policies and practices, or are otherwise controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, our reputation, competitive position, business, financial condition, and results of operations may be adversely affected.
If we enable or offer Gen AI solutions that do not comply with regulatory requirements, have unintended consequences, are contrary to responsible AI policies and practices, or are otherwise controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, our reputation, competitive position, business, financial condition, and results of operations may be adversely affected.
If we are unable to maintain or enhance consumer awareness and acceptance of our brands or if such efforts are not cost-effective, our business, market share, and results of operations could be materially adversely affected.
If we are unable to maintain or enhance consumer awareness and acceptance of our brands or if such efforts are not cost-effective, our business, competitive position, and results of operations could be materially adversely affected.
In addition, the U.S.'s Inflation Reduction Act includes a 15% corporate minimum tax on book income and a 1% excise tax on stock repurchases. The interpretation and implementation of these provisions could have a negative impact on our results of operations and cash flows.
In addition, the U.S.'s Inflation Reduction Act includes a 15% corporate minimum tax on book income and a 1% excise tax on stock repurchases. The interpretation and implementation of the Tax Act, the BBB Act, the Inflation Reduction Act, and other tax legislation could have a negative impact on our results of operations and cash flows.
There are no assurances that we will achieve the estimated cost savings goals, realize the expected benefits from the Transformation Program, or manage the Transformation Program effectively. We may also incur significant charges related to the Transformation Program, which could reduce our profitability in the periods such charges are incurred.
There are no assurances that we will achieve the estimated cost savings goals, realize the expected benefits from the Transformation Program, or manage the Transformation Program effectively. Charges related to the Transformation Program could reduce our profitability in the periods such charges are incurred.
Our existing IT business continuity and disaster recovery practices are less effective against certain types of attacks, which could result in interruption of our services, data exposure, and/or an extortion attempt.
Our existing IT business continuity and disaster recovery practices are less effective against certain types of attacks, which could result in interruption of our services, data exposure, and extortion attempts.
The development of the Connected Trip is subject to uncertainties, including further development of the verticals and technological capabilities (which may include developing and integrating technologies like Gen AI) necessary for the Connected Trip experience, the ability to collect, store, and use customer data in a compliant and integrated fashion, and the attraction and retention of employees dedicated to this effort.
The development of the Connected Trip is subject to uncertainties, including further development of the verticals and technological capabilities (including integrating Gen AI) necessary for the Connected Trip experience, the ability to collect, store, and use customer data in a compliant and integrated fashion, and the attraction and retention of employees dedicated to this effort.
The handling and storage of such data, as well as privacy rights of consumers, are subject to complex and evolving laws and regulations in numerous jurisdictions.
The handling and storage of such data, as well as privacy rights of consumers, are subject to complex and evolving laws and regulations.
We are seeking to incorporate Gen AI in our business, including for internal productivity purposes and in consumer- and partner-facing initiatives such as AI travel assistants, price comparison tools, and as part of enhancing the development of our Connected Trip vision.
We use Gen AI in our business, including for internal productivity purposes and in consumer- and partner-facing initiatives such as AI travel assistants, price comparison tools, and as part of enhancing the development of our Connected Trip vision.
We regard our intellectual property as important to our success, and we rely on intellectual property such as trademarks, copyrights, patents, and trade secrets to support our business as well as domain names or other intangible rights or property secured through purchase, licensing or other agreements with our employees, travel service providers, partners, and other parties.
We face risks related to our intellectual property. We rely on intellectual property such as trademarks, copyrights, patents, and trade secrets to support our business as well as domain names or other intangible rights or property secured through purchase, licensing or other agreements with our employees, travel service providers, partners, and other parties.
In addition, the terms of future debt agreements could include more restrictive covenants, which could restrict our business operations. We are exposed to fluctuations in foreign currency exchange rates. We conduct a substantial majority of our business outside the U.S. but we report our results in U.S. Dollars.
In addition, the terms of future debt agreements could include more restrictive covenants, which could restrict our business operations. We are exposed to fluctuations in foreign currency exchange rates. Our businesses outside of the U.S. represent a substantial majority of our financial results, but because we report our results in U.S.
We have experienced targeted and organized malware, phishing, and account takeover attacks, and may in the future experience these and other forms of attack such as ransomware, SQL injection (where a third party attempts to insert malicious code into our software through data entry fields in our websites in order to gain control of the system), and attempts to use our websites as a platform to launch a denial-of-service attack on another party.
We have experienced targeted and organized malware, phishing, and account takeover attacks, and may in the future experience these and other forms of attack such as ransomware, SQL injection (where a third party attempts to insert malicious input in order to gain control of the system), and attempts to use our websites as a platform to launch a denial-of-service attack on another party.
Marketing efficiency can also be impacted by the extent to which consumers come directly to our platforms for bookings. If our marketing efforts are less effective at generating new bookings, our marketing efficiency could deteriorate and our margins, revenues, and earnings growth could be adversely affected.
Marketing efficiency can also be impacted by the extent to which consumers come directly to our platforms for bookings and the economics of distribution channels. If our marketing efforts are less effective at generating new bookings, our marketing efficiency could decrease and our margins, revenues, and earnings growth could be adversely affected.
We could lose the full amount of any of our investments, and impairment of our investments have previously and could in the future have a material adverse effect on our financial condition and results of operations. 22 Item 1B. Unresolved Staff Comments None.
We could lose the full amount of any of our investments, and impairment of our investments could have a material adverse effect on our financial condition and results of operations. 19 Item 1B. Unresolved Staff Comments None.
Dollar and the Euro; • occurrence of a significant security breach or business interruption; • impact of our share repurchase and dividend programs; • changes in market valuations of other technology, e-commerce, or travel companies, or announcements of significant business or operational changes by us or our competitors; • initiation of significant litigation or regulatory proceedings against us or adverse developments in pending proceedings; • lack of success in expanding our business; and • additions or departures of key personnel.
Dollar and the Euro; • occurrence of a significant security breach or business interruption; • impact of our share repurchase and dividend programs; • changes in market valuations of other technology, e-commerce, or travel companies, or announcements of significant business or operational changes by us or our competitors; • announcements of Gen AI developments or related product launches, particularly relating to agentic capabilities; • initiation of significant litigation or regulatory proceedings against us or adverse developments in pending proceedings; • lack of success in expanding our business; and • additions or departures of key personnel.
Any system failure that causes an interruption or delay in service could impair our reputation, damage our brands, increase customer service costs, or result in lost business, any of which could adversely affect our business and results of operations.
Any system failure that causes an interruption or delay in service could damage our brands, increase customer service costs, or result in lost business for an extended period of time, any of which could adversely affect our business and results of operations.
If threat actors such as cyber-criminals, hackers, or state-sponsored organizations are able to circumvent, interrupt, or adversely affect our security measures, including as a result of our own acts or omissions, it could result in a compromise or breach of consumer, partner, or employee data.
If threat actors are able to circumvent, interrupt, or adversely affect our security measures, including as a result of our own acts or omissions, it could result in a compromise or breach of consumer, partner, or employee data.
Further, we may not have access to equity or debt markets or other sources of financing, or such financing may not be available to us on commercially reasonable terms, to repay or refinance our debt as it comes due or, in the case of our convertible notes, upon conversion.
Further, we may not have access to equity or debt markets or other sources of financing, or such financing may not be available to us on commercially reasonable terms, to repay or refinance our debt as it comes due.
For example, in the EU and the United Kingdom (the "UK"), the Package Travel Directive and other local laws governing the sale of travel services (the "Package Directive") set out broad requirements such as local registration, certain mandatory financial guarantees, disclosure requirements, and other rules regulating the provision of single travel sales, travel packages, and linked travel arrangements, and certain liability for performance of the services.
For example, in the EU and the United Kingdom, the Package Travel Directive and other local laws governing the sale of travel services (the "Package Directive") require local registration, certain mandatory financial guarantees and disclosure, and other rules regulating the provision of single travel sales, travel packages, and linked travel arrangements, and certain liability for performance of the services.
These laws and their interpretations continue to develop and may be inconsistent from jurisdiction to jurisdiction. Some of these regulations, such as the CCPA, give consumers a private right of action against companies for alleged violations. Non-compliance with these laws could result in negative publicity, damage to our reputation, significant penalties, or other legal liability.
These laws and their interpretations continue to develop and may be inconsistent from jurisdiction to jurisdiction. Some of these regulations give consumers a private right of action against companies for certain alleged violations of cybersecurity requirements. Non-compliance with these laws could result in damage to our reputation, significant penalties, or other liability.
Additionally, such ventures may involve significant risks and uncertainties, including diversion of management's attention from current operations, greater than expected liabilities and expenses, increased regulatory scrutiny, failing to obtain required regulatory approvals on a timely basis or at all, the imposition of conditions that could delay or prevent us from completing a transaction or limit our ability to realize the anticipated benefits of a transaction, inadequate return on capital, new risks with which we are not familiar, legal and compliance obligations that previously did not apply to us, integration risks, and unidentified issues not discovered in our evaluations of those strategies and acquisitions.
Such endeavors may not be successful and may involve significant risks and uncertainties including diversion of management's attention, greater than expected liabilities and expenses, increased regulatory scrutiny, failing to obtain required regulatory approvals on a timely basis or at all, the imposition of conditions that could delay or prevent us from completing a transaction or limit our ability to realize the anticipated benefits of a transaction, inadequate return on capital, legal and compliance obligations that previously did not apply to us, integration risks, and unidentified issues not discovered in our evaluations.
The interpretation and implementation of the various, and at times inconsistent, digital services taxes could adversely impact our 15 results of operations and cash flows. Further, digital services taxes may not apply to our competitors, which could harm our business and competitive position.
The interpretation and implementation of the various, and at times inconsistent, digital services taxes could adversely impact our results of operations and cash flows, and if they do not apply to our competitors, could harm our business and competitive position.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe cybersecurity and privacy leaders meet with the Cybersecurity Subcommittee to discuss the Company's cybersecurity and data protection risk exposures, including steps management has taken to assess and manage such exposures and their potential impact on the Company's business, operations, and reputation. The Cybersecurity Subcommittee reports periodically on these matters to the Audit Committee and the Board.
Biggest changeThe Cybersecurity Subcommittee of the Audit Committee oversees management's efforts and processes to identify, assess, and manage significant cybersecurity and privacy risks and regulatory developments. Cybersecurity and privacy leaders meet with the Cybersecurity Subcommittee to discuss the steps management has taken to manage relevant risk exposures and their potential impact on the Company's business, operations, and reputation.
Item 1C. Cybersecurity We are dedicated to managing cybersecurity, privacy, and data protection and security risks. We employ various tools, processes, technologies, and controls to identify and manage such risks. Identifying, assessing, and managing cybersecurity risk is generally integrated into our overall risk management processes.
Item 1C. Cybersecurity We are dedicated to managing cybersecurity, privacy, and data protection and security risks. We employ various tools, processes, technologies, and controls to identify and manage such risks. Cybersecurity risk is generally integrated into our overall risk management processes.
We annually measure our security and privacy program maturity against the NIST frameworks, and engage a third-party every other year to assess the current state against these frameworks. The results of these assessments are discussed with the Board and the Cybersecurity Subcommittee of the Audit Committee.
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.
These third-party business partners, service providers, and consultants need to access our customer and other data, and connect to our computer networks. We define confidentiality, security, and privacy requirements through our contracting processes and perform third-party cyber risk assessments to monitor such third parties as needed.
Third-party service providers upon which we depend, including global distribution systems ("GDSs"), payment service providers, and computerized central travel reservation systems, may access our data and connect to our computer networks. We define confidentiality, security, and privacy requirements through our contracting processes and perform third-party cyber risk assessments to monitor such third parties as needed.
Our security teams operationalize the Policy across the Company and conduct cyber risk identification, assessment, management, and reporting. Our privacy teams are responsible for identifying, assessing, managing, and reporting on data protection risks. We leverage the National Institute of Standards and Technology (NIST) frameworks for cybersecurity and privacy.
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.
For further discussion, see Part I, Item 1A, Risk Factors - "Information Security, Cybersecurity, and Data Privacy Risks." Governance The Board and Audit Committee are responsible for oversight related to cybersecurity, privacy, and data protection and security.
However, the threat landscape is continuously evolving and we, along with others operating digital platforms, face persistent and increasingly sophisticated threats. See Part I, Item 1A, Risk Factors - "Information Security, Cybersecurity, and Data Privacy Risks." Governance The Board and Audit Committee are responsible for oversight related to cybersecurity, privacy, and data protection and security.
A cross-functional working group of security, privacy, and legal personnel review potentially significant incidents. If an incident could be deemed material, it is escalated, and we consult with outside counsel as appropriate. Our internal audit function performs its own cybersecurity and privacy audits and reviews certain related practices as part of their assessment of our internal control over financial reporting.
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.
Although we expend significant resources to protect against security breaches, our existing security measures have not been and may not be successful in preventing all attacks. We have experienced cybersecurity incidents and threats, including malware, phishing, account takeover attacks, denial-of-service attacks, and inadvertent disclosures of data.
Although we expend significant resources to protect against security breaches, our existing security measures have not been and may not be successful in preventing all attacks. We have experienced cybersecurity incidents and threats. We do not believe these incidents have had a material adverse effect on our Company, including our business, results of operations, or financial condition.
As part of the Company's risk management strategy, we require that all employees complete regular data security and privacy trainings, and conduct phishing tests and specialized training such as secure coding training for our developers. Our security teams have established procedures for identifying, assessing, and managing, cybersecurity incidents.
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.
The Company's internal audit function, with primary oversight by the Audit Committee, assesses key risks facing the organization, which are reviewed and discussed by the Company's management-level risk committee (a multi-disciplinary committee including representation from senior management in the finance, internal audit, and legal functions, among others).
The Company's management-level risk committee (which includes representation from senior management in the finance, internal audit, cybersecurity, and legal functions, among others) identifies and assesses key risks facing the organization. This committee is tasked with ensuring risks, including those related to cybersecurity, are managed and aligning strategic objectives with an appropriate level of risk tolerance.
The individuals serving in the roles of chief security officer and chief privacy officer have enterprise-wide responsibility for assessing and managing cybersecurity, data protection and security, and privacy risks, respectively. These leaders collectively have over 25 years of relevant work experience in public companies and extensive industry expertise. 23
The Cybersecurity Subcommittee reports periodically on these matters to the Audit Committee and the Board. 20 The individuals serving in the roles of chief security officer and chief privacy officer have enterprise-wide responsibility for managing cybersecurity, data protection and security, and privacy risks, respectively.
Removed
The risk committee is tasked with ensuring risks, including those related to cybersecurity, are managed and aligning strategic objectives with an appropriate level of risk tolerance. The Cyber Risk Management Policy (the "Policy") establishes the framework for our cybersecurity risk management and governance.
Added
The Company's internal audit function, with primary oversight by the Audit Committee, reviews and audits various aspects of the Company's risk management program to evaluate whether cybersecurity risks are appropriately identified and managed.
Removed
We rely on certain third-party computer systems and third-party service providers, including global distribution systems ("GDSs") and computerized central travel reservation systems in connection with providing some of our services. We also depend upon various third parties to process payments for certain transactions.
Added
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.
Removed
We do not believe these cybersecurity incidents have had a material adverse effect on our Company, including our business strategy, results of operations, or financial condition. However, the cybersecurity threat environment is increasingly challenging, and we, along with the entire digital ecosystem, face a constant and increasing threat.
Added
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.
Removed
The Cybersecurity Subcommittee of the Audit Committee oversees management's efforts and processes to identify, assess, and manage significant cybersecurity and privacy risks and regulatory developments in this area.
Added
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.
Added
These leaders collectively have over 25 years of relevant work experience in public companies and extensive industry expertise.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings A description of any material legal proceedings to which we are a party is included in Note 16 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, 2024, and is incorporated into this Item 3 by reference. Item 4.
Biggest changeItem 3. Legal Proceedings A description of any material legal proceedings to which we are a party is included in Note 16 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, 2025, and is incorporated into this Item 3 by reference. Item 4.
Mine Safety Disclosures Not applicable. 24 PART II
Mine Safety Disclosures Not applicable. 21 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeNASDAQ Composite Index S&P 500 Index RDG Internet Composite 2019 100.00 100.00 100.00 100.00 2020 108.45 144.92 118.40 137.32 2021 116.82 177.06 152.39 134.41 2022 98.13 119.45 124.79 81.50 2023 172.72 172.77 157.59 118.93 2024 244.06 223.87 197.02 158.48 Issuer Purchases of Equity Securities The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, 2024 (in billions, except share and per share data): ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) (1) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1, 2024 – 106,814 (2) $ 4,306 106,814 $ 8.3 (2) October 31, 2024 100 (3) $ 4,367 N/A N/A November 1, 2024 – 68,062 (2) $ 4,995 68,062 $ 8.0 (2) November 30, 2024 3,151 (3) $ 4,912 N/A N/A December 1, 2024 – 61,465 (2) $ 5,127 61,465 $ 7.7 (2) December 31, 2024 251 (3) $ 5,100 N/A N/A Total 239,843 236,341 $ 7.7 (1) These amounts exclude the 1% excise tax mandated by the Inflation Reduction Act on share repurchases.
Biggest changeThe following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, 2025 (in billions, except share and per share data): ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) (1) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1, 2025 – 125,148 (2) $ 5,171 125,148 $ 23.3 (2) (3) October 31, 2025 987 (4) $ 5,154 N/A N/A November 1, 2025 – 187,491 (2) $ 4,898 187,491 $ 22.4 (2) (3) November 30, 2025 1,205 (4) $ 5,050 N/A N/A December 1, 2025 – 103,385 (2) $ 5,216 103,385 $ 21.8 (2) (3) December 31, 2025 549 (4) $ 5,197 N/A N/A Total 418,765 416,024 $ 21.8 (1) These amounts exclude the 1% excise tax mandated by the Inflation Reduction Act on share repurchases.
All values assume reinvestment of the full amount of all dividends and are calculated as of the last day of each month: 25 Measurement Point December 31 Booking Holdings Inc.
All values assume reinvestment of the full amount of all dividends and are calculated as of the last day of each month: 22 Measurement Point December 31 Booking Holdings Inc.
Performance Measurement Comparison The following graph shows the total stockholder return through December 31, 2024 of an investment of $100 in cash on December 31, 2019 for our common stock and an investment of $100 in cash on December 31, 2019 for (i) the NASDAQ Composite Index, (ii) the Standard and Poor's 500 Index, and (iii) the Research Data Group ("RDG") Internet Composite Index.
Performance Measurement Comparison The following graph shows the total stockholder return through December 31, 2025 of an investment of $100 in cash on December 31, 2020 for our common stock and an investment of $100 in cash on December 31, 2020 for (i) the NASDAQ Composite Index, (ii) the Standard and Poor's 500 Index, and (iii) the Research Data Group ("RDG") Internet Composite Index.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Our common stock is quoted on the NASDAQ Global Select Market under the symbol "BKNG." Holders At February 13, 2025, there were approximatel y 111 s hareholders of record of Booking Holdings Inc.'s common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Our common stock is quoted on the NASDAQ Global Select Market under the symbol "BKNG." Holders At February 10, 2026, there were approximatel y 99 s hareholders of record of Booking Holdings Inc.'s common stock.
Pursuant to the dividend policy, cash dividends of $1.2 billion were paid during the year ended December 31, 2024 and in February 2025, the Board declared a cash dividend of $9.60 per share of common stock, payable on March 31, 2025 to stockholders of record as of the close of business on March 7, 2025.
Pursuant to the dividend policy, cash dividends of $1.2 billion were paid during the year ended December 31, 2025 and in February 2026, the Board declared a cash dividend of $10.50 per share of common stock, payable on March 31, 2026 to stockholders of record as of the close of business on March 6, 2026.
The table above does not include adjustments during the three months ended December 31, 2024 to previously withheld share amounts (reduction of 40 shares) that reflect changes to the estimates of employee tax withholding obligations. Item 6. [Reserved] 26
The table above does not include adjustments during the three months ended December 31, 2025 to previously withheld share amounts that reflect changes to the estimates of employee tax withholding obligations. Item 6. [Reserved] 23
(2) Pursuant to a stock repurchase program announced on February 23, 2023, whereby we were authorized to repurchase up to $20 billion of our common stock. (3) Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation.
(4) Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation.
Added
NASDAQ Composite Index S&P 500 Index RDG Internet Composite 2020 100.00 100.00 100.00 100.00 2021 107.72 122.18 128.71 97.88 2022 90.48 82.43 105.40 59.35 2023 159.26 119.22 133.10 86.60 2024 225.04 154.48 166.40 115.41 2025 244.36 187.14 196.16 138.27 Issuer Purchases of Equity Securities During the year ended December 31, 2025, we repurchased shares of our common stock for an aggregate cost of $6.4 billion, including $532 million to repurchase shares of our common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation.
Added
(2) Pursuant to a stock repurchase program announced on February 23, 2023, whereby we were authorized to repurchase up to $20 billion of our common stock. (3) In the first quarter of 2025, the Board authorized a program to repurchase up to $20 billion of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

105 edited+36 added−54 removed28 unchanged
Biggest changeOther Operating Expenses Year Ended December 31, Increase (Decrease) (in millions) 2024 2023 Other operating expenses $ — $ 5 * * Not meaningful Interest Expense and Interest and Dividend Income The following table presents the changes in interest expense and interest and dividend income for the years ended December 31, 2024 and 2023: Year Ended December 31, Increase (Decrease) (in millions) 2024 2023 Interest expense $ (1,295) $ (897) 44.3 % Interest and dividend income 1,114 1,020 9.2 % Interest expense increased for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the amortization of debt discount related to convertible senior notes due May 2025 (see Note 12 to our Consolidated Financial Statements) and the senior notes issued in 2023 and 2024.
Biggest changeSee Note 20 to our Consolidated Financial Statements. 32 Interest Expense and Interest and Dividend Income Year Ended December 31, Increase (Decrease) (In millions) 2025 2024 Interest expense $ (1,617) $ (1,295) 24.9 % Interest and dividend income 921 1,114 (17.3) % Interest expense increased year-over-year in 2025 primarily due to the amortization of debt discount related to the convertible senior notes (see Note 12 to our Consolidated Financial Statements) and the issuance of senior notes in November 2024.
We use our judgment to determine the appropriate assumptions to be used in the determination of certain estimates and evaluate our estimates on an ongoing basis. Estimates are based on historical experience, terms of existing contracts, our observance of trends in the travel industry, and on other assumptions that we believe to be reasonable under the circumstances.
We use our judgment to determine the appropriate assumptions to be used in the determination of certain estimates and we evaluate our estimates on an ongoing basis. Estimates are based on historical experience, terms of existing contracts, our observance of trends in the travel industry, and on other assumptions that we believe to be reasonable under the circumstances.
We refer to this as the "Connected Trip." The goal of our Connected Trip vision is to offer a differentiated and personalized online travel planning, booking, payment, and in-trip experience for each trip, enhanced by a robust loyalty program that provides value to travelers and partners across all trips.
We refer to this as the "Connected Trip." The goal of our Connected Trip vision is to offer a differentiated and personalized travel planning, booking, payment, and in-trip experience for each trip, enhanced by a robust loyalty program that provides value to travelers and partners across all trips.
The significant majority of room nights booked on our mobile apps are direct, and we continue to see favorable repeat direct booking behavior from consumers in our mobile apps, which allow us more opportunities to engage directly with consumers.
The significant majority of room nights booked on our mobile apps are direct, and we continue to see favorable repeat direct booking behavior from consumers in our mobile apps, which allow us more opportunities to engage directly with them.
We focus on relentless innovation to grow our business by providing a best-in-class user experience with intuitive, easy-to-use online platforms that aim to exceed the expectations of consumers.
We focus on relentless innovation to grow our business by providing a best-in-class user experience with intuitive, easy-to-use platforms that aim to exceed the expectations of consumers.
See Note 16 to our Consolidated Financial Statements and Part I, Item IA, Risk Factors - " We may have exposure to additional tax liabilities ." for information related to certain tax assessments and other tax matters.
Note 16 to our Consolidated Financial Statements and Part I, Item IA, Risk Factors - " We may have exposure to additional tax liabilities " for information related to certain tax assessments and other tax matters.
Under Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 9% ("Netherlands Innovation Box Tax") rather than the Dutch statutory rate of 25.8%.
Under Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 9% ("Innovation Box Tax") rather than the Dutch statutory rate of 25.8%.
Our brand marketing expenses are primarily related to costs associated with producing and airing digital branding and television advertising. 28 Marketing efficiency, expressed as marketing expenses as a percentage of gross bookings, and performance marketing returns on investment ("ROIs") are impacted by a number of factors that are in some cases outside of our control.
Our brand marketing expenses are primarily related to costs associated with producing and airing digital branding and television advertising. 25 Marketing efficiency, expressed as marketing expenses as a percentage of gross bookings, and performance marketing returns on investment ("ROIs") are impacted by a number of factors that are in some cases outside of our control.
The final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals. 31 The evaluation of tax positions and recognition of income tax benefits require significant judgment and we consult with external tax and legal counsel as appropriate.
The final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals. 28 The evaluation of tax positions and recognition of income tax benefits require significant judgment and we consult with external tax and legal counsel as appropriate.
Although we believe that providing an extensive collection of properties, excellent customer service, and an intuitive, easy-to-use consumer experience are important factors influencing a consumer's decision to make a reservation, for many consumers, the price of the travel service is the primary factor determining whether to book.
Although we believe that providing an extensive collection of properties, excellent customer service, and an intuitive, easy-to-use platform are important factors influencing a consumer's decision to make a reservation, for many consumers the price of the travel service is the primary factor determining whether to book.
Year Ended December 31, 2023 compared to Year Ended December 31, 2022 For a comparison of our cash flow activities for the fiscal years ended December 31, 2023 and 2022, see Cash Flow Analysis in Part II, Item 7.
Year Ended December 31, 2024 compared to Year Ended December 31, 2023 For a comparison of our cash flow activities for the fiscal years ended December 31, 2024 and 2023, see Cash Flow Analysis in Part II, Item 7.
Non-cash and other items were principally associated with the loss related to the conversion option on convertible senior notes, stock-based compensation expense, depreciation and amortization, unrealized foreign currency transaction gains related to Euro-denominated debt, provision for expected credit losses and chargebacks, and operating lease amortization.
Non-cash and other items were principally associated with the loss related to the convertible senior notes, stock-based compensation expense, depreciation and amortization, unrealized foreign currency transaction gains related to Euro-denominated debt, provision for expected credit losses and chargebacks, and operating lease amortization.
We designate certain portions of the aggregate principal value of our Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries.
In addition, we may designate certain portions of the aggregate principal value of our Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries.
Recent Accounting Pronouncements See Note 2 to our Consolidated Financial Statements, which is incorporated into this Item 7 by reference. 32 Results of Operations Year Ended December 31, 2024 compared to Year Ended December 31, 2023 Operating and Statistical Metrics Our financial results are driven by certain operating metrics that encompass the booking and other business activity generated by our travel and travel-related services.
Recent Accounting Pronouncements See Note 2 to our Consolidated Financial Statements, which is incorporated into this Item 7 by reference. 29 Results of Operations Year Ended December 31, 2025 compared to Year Ended December 31, 2024 Operating and Statistical Metrics Our financial results are driven by certain operating metrics that encompass the booking and other business activity generated by our travel and travel-related services.
Our performance marketing expenses, which represent a substantial majority of our marketing expenses, are primarily related to the use of online search engines (primarily Google), affiliate marketing, meta-search, and social media channels to generate traffic to our platforms.
Our performance marketing expenses, which represent a substantial majority of our marketing expenses, are primarily related to the use of online search engines (primarily Google), affiliate marketing, meta-search, and social media channels to generate bookings through our platforms.
The amounts are mostly subject to refunds for cancellations. Debt Our revolving credit facility extends a revolving line of credit up to $2 billion to us. We are in compliance with the maximum leverage ratio covenant under the facility, which is a condition to our ability to borrow.
The amounts are mostly subject to refunds for cancellations. Debt Our revolving credit facility extends a revolving line of credit up to $2 billion to us. As of December 31, 2025, we are in compliance with the maximum leverage ratio covenant under the facility, which is a condition to our ability to borrow.
Our investment policy seeks to preserve capital and maintain sufficient liquidity to meet operational and other needs of the business. See Notes 5 and 6 to our Consolidated Financial Statements for additional information.
Our investment policy seeks to preserve capital and maintain sufficient liquidity to meet operational and other needs of the business. See Notes 5 and 6 to our Consolidated Financial Statements.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our Consolidated Financial Statements and accompanying notes. We evaluate certain operating and financial measures on both an as-reported and constant-currency basis.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with Part I, Item 1A "Risk Factors" and our Consolidated Financial Statements and accompanying notes. We evaluate certain operating and financial measures on both an as-reported and constant currency basis.
We use our cash for a variety of needs, including ongoing investments in our business, share repurchases, dividends, repayment of debt, and capital expenditures. Our continued access to sources of liquidity depends on multiple factors.
We have a variety of uses for our cash, including ongoing investments in our business, share repurchases, dividends, repayment of debt, and capital expenditures. Our continued access to sources of liquidity depends on multiple factors.
At December 31, 2024, the total properties on Booking.com's website consisted of approximately 3.5 million alternative accommodation properties (including homes, apartments, and other unique places to stay) and approximately 500,000 hotels, motels, and resorts. The mix of Booking.com's room nights booked for alternative accommodation properties in 2024 was approximately 35%, up versus approximately 33% in 2023.
At December 31, 2025, the total properties on Booking.com's website consisted of approximately 3.9 million alternative accommodation properties (including homes, apartments, and other unique places to stay) and approximately 500,000 hotels, motels, and resorts. The mix of Booking.com's room nights booked for alternative accommodation properties in 2025 was approximately 36%, up versus approximately 35% in 2024.
Deferred merchant bookings Deferred merchant bookings of $4.0 billion at December 31, 2024 includes cash payments received from travelers in advance of us completing our performance obligations and are comprised principally of amounts estimated to be payable to travel service providers as well as our estimated future revenues for our commission or margin and fees.
Deferred merchant bookings Deferred merchant bookings of $5.3 billion at December 31, 2025 includes cash payments received from travelers in advance of us completing our performance obligations and are comprised principally of amounts estimated to be payable to travel service providers as well as our estimated future revenues for our commission or margin and fees.
Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024. 38 Liquidity and Capital Resources Our primary source of funds for operations is the cash flow that we generate from operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025. 33 Liquidity and Capital Resources Our primary source of funds for operations is the cash flow that we generate from operations.
" Booking.com had approximately 4.0 million total properties on its website at December 31, 2024, representing an increase from approximately 3.4 million total properties at December 31, 2023.
" Booking.com had approximately 4.4 million total properties on its website at December 31, 2025, representing an increase from approximately 4.0 million total properties at December 31, 2024.
Tax Cuts and Jobs Act (the "Tax Act") enacted in December 2017 made significant changes to U.S. federal tax law, including a one-time deemed repatriation tax imposed on accumulated unremitted international earnings, to be paid over eight years.
Tax Cuts and Jobs Act (the "Tax Act") enacted in December 2017 made significant changes to U.S. federal tax law, including a one-time deemed repatriation tax imposed on accumulated unremitted international earnings.
Such purchase obligations relate to agreements to purchase goods and services that are enforceable and legally binding, that specify all significant terms, including the quantities to be purchased, price provisions, and the approximate timing of the transaction. At December 31, 2024, we had lease obligations of $756 million, of which $169 million is payable within the next twelve months.
Such purchase obligations relate to agreements to purchase goods and services that are enforceable and legally binding and that specify significant terms, including the quantities to be purchased, price provisions, and the approximate timing of the transaction. At December 31, 2025, we had lease obligations of $798 million, of which $143 million is payable within the next twelve months.
Rental car days reserved through our services increased in 2024 compared to 2023, driven primarily by year-over-year growth in rental car days reserved on Booking.com. Airline tickets reserved through our services increased in 2024 compared to 2023, driven primarily by the expansion of flight offerings at Booking.com and Agoda.
Rental car days reserved through our services increased year-over-year in 2025 driven primarily by growth in rental car days reserved on Booking.com. Airline tickets reserved through our services increased year-over-year in 2025 driven by the expansion of flight offerings at Booking.com and Agoda.
Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025. 35
The year-over-year increase in total gross bookings in 2024 was due primarily to the increase in room nights and the positive impact from year-over-year growth in flight gross bookings, partially offset by a negative impact of foreign exchange rate fluctuations. Flight gross bookings increased 28% year-over-year in 2024, due to airline ticket growth, partially offset by lower airline ticket prices.
The year-over-year increase in total gross bookings in 2025 was due primarily to the increase in room nights, a positive impact of foreign currency exchange rate fluctuations, and a positive impact from growth in flight gross bookings. Flight gross bookings increased 29% year-over-year in 2025 due to airline ticket growth, partially offset by lower average airline ticket prices.
Foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument for accounting purposes are recognized in "Other income (expense), net" in the Consolidated Statements of Operations (see Notes 12 and 18 to our Consolidated Financial Statements).
Foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument for accounting purposes are recognized in "Other income (expense), net" in the Consolidated Statements of Operations.
Critical Accounting Estimates Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Our significant accounting policies and estimates are more fully described in Note 2 to our Consolidated Financial Statements.
" Critical Accounting Estimates Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. See Note 2 to our Consolidated Financial Statements for our significant accounting policies.
See Note 16 to our Consolidated Financial Statements and Part I, Item IA, Risk Factors - "Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business by legislators and regulators in these areas may intensify" for information related to certain regulatory matters, and our other contingent liabilities.
See Note 16 to our Consolidated Financial Statements for information related to the standby letters of credit and bank guarantees issued on our behalf. 34 See Note 16 to our Consolidated Financial Statements and Part I, Item IA, Risk Factors - "Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business in these areas may intensify" for information related to certain regulatory matters and our other contingent liabilities.
See Note 10 to our Consolidated Financial Statements for additional information. At December 31, 2024, we had a remaining transition tax liability of $487 million as a result of the Tax Act, which included $257 million reported as "Long-term U.S. transition tax liability" and $230 million included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet.
See Note 10 to our Consolidated Financial Statements for additional information. At December 31, 2025, we had a remaining transition tax liability of $257 million as a result of the Tax Act, which is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet.
Income Taxes We determine our tax expense based on income and statutory tax rates applicable in the jurisdictions in which we operate. Due to the complex and dynamic nature of tax legislation, significant judgment is required in computing our tax expense and determining our tax positions. The U.S.
See Note 11 to our Consolidated Financial Statements for additional information. Income Taxes We determine our tax expense based on income and statutory tax rates applicable in the jurisdictions in which we operate. Due to the complex and dynamic nature of tax legislation, significant judgment is required in computing our tax expense and determining our tax positions. The U.S.
Our mobile app is an important platform for experiencing the Connected Trip since the app travels with the traveler. The mix of our room nights booked on a mobile app in 2024 was a low-fifties percentage, up from a high-forties percentage in 2023.
Our mobile apps are an important platform for experiencing the Connected Trip since the app travels with the traveler. The mix of our room nights booked on our mobile apps in 2025 was a mid-fifties percentage, up from a low-fifties percentage in 2024.
Claims, assessments, and litigations involve significant uncertainties such as the complexity of the facts, the legal theories involved, the nature of the claims, the judgment of the courts, the applicable methodology for determining potential damages, and, in the case of class actions, whether a class action can be certified and the extent to which members of a class would or would not file a claim.
Claims, assessments, and litigations involve significant uncertainties such as the complexity of the facts, the legal theories involved, the nature of the claims, the judgment of the courts, the applicable methodology for determining potential damages, and, in the case of class actions, whether a class action can be certified and members of the class choose to participate in the litigation.
We have a long-term strategy to create an ideal traveler experience, offering our customers relevant options and connections at the times and in the language they want them, making trips booked with us seamless, easy, and valuable.
We are executing against our long-term strategy to create an ideal AI-powered traveler experience, offering our customers relevant options and suggestions at the times and in the language they want them, making trips booked with us seamless, easy, and valuable.
Marketing efficiency can also be impacted by the extent to which consumers come directly to our platforms for bookings. The mix of our total room nights booked by consumers coming directly to our platforms was a mid-fifties percentage in 2024, and was a higher percentage of room nights if we exclude the room nights booked through affiliate programs (i.e., business-to-business).
Marketing efficiency is also impacted by the extent to which consumers book directly with us. The mix of our total room nights booked by consumers coming directly to our platforms was a mid-fifties percentage in 2025, and was higher if we exclude the room nights booked through affiliate programs (i.e., business-to-business).
Cash, cash equivalents, and investments At December 31, 2024, we had $16.7 billion in cash, cash equivalents, and investments, of which approximately $9.6 billion is held by our international subsidiaries. Cash, cash equivalents, and long-term investments held by our international subsidiaries are denominated primarily in Euros, U.S. Dollars, and British Pounds Sterling.
Cash, cash equivalents, and investments At December 31, 2025, we had $17.8 billion in cash, cash equivalents, and investments, of which approximately $12.2 billion is held by our international subsidiaries. Cash, cash equivalents, and long-term investments held by our international subsidiaries are denominated primarily in Euros, U.S. Dollars, and British Pounds Sterling.
Net cash provided by operating activities for the year ended December 31, 2023 resulted from net income of $4.3 billion, a favorable net impact from adjustments for non-cash and other items of $1.3 billion, and a favorable net change in working capital and other assets and liabilities of $1.7 billion.
Net cash provided by operating activities for the year ended December 31, 2024 resulted from net income of $5.9 billion, a favorable net impact from adjustments for non-cash and other items of $2.1 billion, and a favorable net change in working capital and other assets and liabilities of $367 million.
See "–Trends" above for information on the Transformation Program that we announced in November 2024 to implement certain organizational changes, including the estimated annual run rate savings and restructuring costs and accelerated investments required for the program. 40 Cash Flow Analysis Year Ended December 31, 2024 compared to Year Ended December 31, 2023 See our Consolidated Statements of Cash Flows for additional information related to our cash flows.
See "Trends" above for information on the Transformation Program, including the estimated annual run rate savings and restructuring costs and accelerated investments required for the program. Cash Flow Analysis Year Ended December 31, 2025 compared to Year Ended December 31, 2024 See our Consolidated Statements of Cash Flows for additional information related to our cash flows.
Our actual results may differ from these estimates under different assumptions or conditions. Matters that involve significant estimates and judgments of management include the valuation of investments in private entities, income taxes, and contingencies.
Our actual results may differ from these estimates under different assumptions or conditions. Matters that involve significant estimates and judgments of management include the valuation of goodwill and other long-lived assets, income taxes, and contingencies.
Non-cash and other items were principally associated with stock-based compensation expense, depreciation and amortization, deferred income tax benefit, provision for expected credit losses and chargebacks, unrealized foreign currency transaction losses related to Euro-denominated debt, and operating lease amortization.
Non-cash and other items were principally associated with the unrealized foreign currency transaction losses related to Euro-denominated debt, depreciation and amortization, stock-based compensation expense, deferred income taxes, impairment, provision for expected credit losses and chargebacks, and adjustments related to the convertible senior notes.
Because we recognize revenues from bookings when the traveler checks in, our reported revenues are not at risk of being reversed due to cancellations.
The cancellation rate in 2025 was lower than the prior year. Because we recognize revenues from bookings when the traveler checks in, our reported revenues are not at risk of being reversed due to cancellations.
We expect that restructuring costs and accelerated investments related to the Transformation Program will be incurred in the next two to three years and are estimated to be, in the aggregate, approximately one times the expected annual run rate savings. Many taxing authorities seek to increase tax revenues and have targeted large multinational technology companies in these efforts.
We expect that the restructuring costs and accelerated investments related to the Transformation Program will largely be incurred by the end of 2026 and are estimated to be, in the aggregate, less than one times the expected annual run-rate savings. Many taxing authorities seek to increase tax revenues and have targeted large multinational technology companies.
Dollars, we face exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our businesses outside of the U.S. are translated from local currency (principally Euros and British Pounds Sterling) into U.S. Dollars. See Note 17 to our Consolidated Financial Statements for information related to revenues by geographic area.
Our businesses outside of the U.S. represent a substantial majority of our financial results, but because we report our results in U.S. Dollars, we face exposure to movements in foreign currency exchange rates (principally related to Euros and British Pounds Sterling). See Note 17 to our Consolidated Financial Statements for information related to revenues by geographic area.
We may experience lower profit margins due to additional costs, such as increased customer service or certain partner related costs, related to offering alternative accommodations. As our alternative accommodation business has grown, these different characteristics have negatively impacted our profit margins and this trend may continue.
We may experience lower profit margins due to additional costs from offering alternative accommodations, such as increased customer service or certain partner related costs. As our alternative accommodation business grows, these different characteristics may negatively impact our profit margins.
Many jurisdictions have implemented or are considering the adoption of a digital services tax or similar tax that imposes a tax on revenues earned from digital advertisements or the use of online platforms, even when there is no physical presence in the jurisdiction. Rates for these taxes range from 1.5% to 10% of revenues deemed generated in the jurisdiction.
Many jurisdictions, particularly in the EU, have implemented or are considering the adoption of a digital services tax or similar tax that imposes a tax on revenues earned from digital advertisements or the use of online platforms, even when there is no physical presence in the jurisdiction.
Net cash used in financing activities for the year ended December 31, 2024 resulted mainly from payments for the repurchase of common stock of $6.5 billion, payments on the maturity and conversion of debt of $1.3 billion, and dividends of $1.2 billion, partially offset with proceeds from the issuance of long-term debt of $4.8 billion.
Net cash used in financing activities for the year ended December 31, 2024 principally resulted from payments for the repurchase of common stock of $6.5 billion, including share repurchases of our common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation, payments on the maturity and conversion of debt of $1.3 billion, and dividends of $1.2 billion, partially offset with proceeds from the issuance of long-term debt of $4.8 billion.
For example, the European Commission designated the Company as a gatekeeper under the Digital Markets Act in 2024 and Booking.com as a "Very Large Online Platform" under the Digital Services Act in 2023. As a result of these designations, we are subject to additional rules and regulations that may not be applicable to our competitors.
For example, we are subject to rules and regulations that may not apply to our competitors because the European Commission designated the Company as a "gatekeeper" and Booking.com as a "Very Large Online Platform" under the Digital Markets Act and the Digital Services Act, respectively.
We aim to provide consumers with a best-in-class experience offering the travel choices they want, with tailored planning, payment, language, and other options, seamlessly connecting them with our travel service provider partners. We offer these services through five primary consumer-facing brands: Booking.com, Priceline, Agoda, KAYAK, and OpenTable.
We aim to provide consumers with a best-in-class experience with tailored planning, payment, language, and other options, seamlessly connecting them with our travel service provider partners. We offer these services through five primary consumer-facing brands: Booking.com, Priceline, Agoda, KAYAK, and OpenTable. See Notes 1 and 17 to our Consolidated Financial Statements for segment reporting and geographic information.
Marketing expenses as a percentage of total gross bookings in 2024 were lower than in 2023 due to an increase in the share of room nights booked by consumers coming directly to our platforms, lower brand marketing expenses, and higher performance marketing ROIs, partially offset by increased spend in social media channels.
Marketing expenses as a percentage of total gross bookings in 2025 were in line with 2024, as the benefit from an increase in the share of room nights booked by consumers coming directly to our platforms was partially offset by lower performance marketing ROIs driven by changes in paid traffic mix and increased spend in social media channels.
Since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins have not been significantly impacted by currency fluctuations.
Since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins have not been significantly impacted by currency fluctuations. We generally enter into derivative instruments to minimize the impact of foreign currency exchange rate fluctuations.
Marketing expenses and personnel expenses are the most significant operating expenses for our business. See our Consolidated Statements of Operations and "Trends" and "Results of Operations" above for additional information on marketing expenses and personnel expenses, including stock-based compensation expenses.
Marketing expenses, sales and other expenses, and personnel expenses are our most significant operating expenses. See our Consolidated Statements of Operations and "Trends" and "Results of Operations" above for additional information.
The following table summarizes our cash flows for the years ended December 31, 2024 and 2023: Year Ended December 31, (in millions) 2024 2023 Net cash provided by operating activities $ 8,323 $ 7,344 Net cash provided by investing activities 129 1,486 Net cash used in financing activities (4,204) (8,909) Net cash provided by operating activities for the year ended December 31, 2024 resulted from net income of $5.9 billion, a favorable net impact from adjustments for non-cash and other items of $2.1 billion, and a favorable net change in working capital and other assets and liabilities of $367 million.
Year Ended December 31, (In millions) 2025 2024 Net cash provided by operating activities $ 9,409 $ 8,323 Net cash (used in) provided by investing activities (313) 129 Net cash used in financing activities (8,915) (4,204) Net cash provided by operating activities for the year ended December 31, 2025 resulted from net income of $5.4 billion, a favorable net impact from adjustments for non-cash and other items of $3.5 billion, and a favorable net change in working capital and other assets and liabilities of $535 million.
Both of these percentages increased year-over-year, which benefited our marketing efficiency versus 2023. See Part I, Item 1A, Risk Factors - " We face risks relating to our marketing efforts " and " We are dependent on travel service providers, restaurants, search platforms, and other third parties.
The mix of total room nights booked by consumers coming directly to our platforms increased year-over-year, which benefited our marketing efficiency for 2025. See Part I, Item 1A, Risk Factors - " We face risks relating to our marketing efforts " and " We are dependent on travel service providers, restaurants, search platforms, and other third parties.
As a result, it is important to offer travel services at a competitive price, whether through discounts, coupons, closed-user group rates or loyalty programs, increased flexibility in cancellation policies, or otherwise. These initiatives have resulted and, in the future, may result in lower ADRs and lower revenues as a percentage of gross bookings.
As a result, it is important to offer travel services at a competitive price, whether through discounts, coupons, closed-user group rates or loyalty programs, increased flexibility in cancellation policies, or otherwise.
As a result of movements in foreign currency exchange rates, both the absolute amounts of and percentage changes in our foreign-currency-denominated net assets, gross bookings, revenues, operating expenses, and net income as expressed in U.S. Dollars are affected.
As a result of these movements, the absolute amounts of and percentage changes in our foreign-currency-denominated net assets, gross bookings, revenues, operating expenses, and net income as expressed in U.S. Dollars are affected. Our total revenues increased by approximately 13% in 2025 as compared to 2024, including a benefit of about 3% from changes in foreign currency exchange rates.
Tax Cuts and Jobs Act ("Tax Act"), resulting from a recent U.S. Tax Court decision in Varian Medical Systems, Inc. vs. Commissioner, partially offset by higher international tax rates, non-deductible expenses related to the convertible senior notes and certain other non-deductible expenses, unrecognized tax benefits, and U.S. federal tax associated with the Company's international earnings.
Commissioner (the "Varian Decision"), partially offset by higher international tax rates, non-deductible expenses related to the convertible senior notes and certain other non-deductible expenses, unrecognized tax benefits, and U.S. federal tax associated with our international earnings.
For more information, see Part I, Item 1A, Risk Factors - " Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business by legislators and regulators in these areas may intensify " and Note 16 to our Consolidated Financial Statements. 29 Our businesses outside of the U.S. represent a substantial majority of our financial results, but because we report our results in U.S.
See Part I, Item 1A, Risk Factors - " Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business in these areas may intensify " and Note 16 to our Consolidated Financial Statements.
We record the applicable digital services taxes in "Sales and other expenses" in the Consolidated Statements of Operations. For more information, see Part I, Item 1A, Risk Factors - " We may have exposure to additional tax liabilities. " Increased regulatory focus on large technology companies could result in increased compliance costs or otherwise adversely affect our business.
See Part I, Item 1A, Risk Factors - " We may have exposure to additional tax liabilities. " 26 Increased regulatory focus on large technology companies could result in increased compliance costs or otherwise adversely affect our business.
We believe that our existing cash balances, liquid resources, and access to capital markets will be sufficient to fund our operating activities, capital expenditures, and other obligations through at least the next twelve months.
We believe that our existing cash balances, liquid resources, and access to capital markets will be sufficient to fund our operating activities and other obligations in the short term and into the foreseeable future.
Room nights, rental car days, and airline tickets reserved through our services for the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, Increase (Decrease) (in millions) 2024 2023 Room nights 1,144 1049 9.1 % Rental car days 83 74 12.3 % Airline tickets 49 36 38.1 % Room nights reserved through our services increased in 2024 compared to 2023, driven primarily by increased travel demand in Europe and Asia.
Room nights, rental car days, and airline tickets reserved through our services were as follows: Year Ended December 31, Increase (Decrease) (In millions) 2025 2024 Room nights 1,235 1,144 8.0 % Rental car days 88 83 5.8 % Airline tickets 68 49 36.6 % Room nights reserved through our services increased year-over-year in 2025, driven primarily by increased travel demand in Europe and Asia.
Our total marketing expenses, which are comprised of performance and brand marketing expenses that are substantially variable in nature, were $7.3 billion in 2024, up 7% versus 2023 as a result of the year-over-year growth in travel demand and our efforts to invest in marketing.
Our total performance and brand marketing expenses, which are substantially variable in nature, were $8.2 billion in 2025, up 12.5% versus 2024 as a result of the year-over-year growth in travel demand and due to changes in foreign currency exchange rates.
Trends Our global room nights in 2024 increased 9% year-over-year driven primarily by healthy travel demand in Europe and Asia. We saw the booking window expand in 2024 compared to 2023, which benefited year-over-year room night growth.
We saw the booking window expand in 2025 compared to 2024, which benefited year-over-year room night growth. In the fourth quarter of 2025, global room nights increased 9% year-over-year. We saw healthy travel demand across all our major regions in the fourth quarter of 2025.
Net cash provided by investing activities for the year ended December 31, 2023 principally resulted from proceeds from the sale and maturity of investments of $1.8 billion, partially offset with additions to property and equipment of $345 million.
Net cash used in investing activities for the year ended December 31, 2025 resulted principally from payments for property and equipment. Net cash provided by investing activities for the year ended December 31, 2024 principally resulted from proceeds from the maturity of investments of $590 million, partially offset by payments for property and equipment of $429 million.
Such factors include ADRs, costs per click, cancellation rates, foreign currency exchange rates, our ability to convert paid traffic to booking customers, and the timing and effectiveness of our brand marketing campaigns. In recent years, we observed periods of stable or increasing ROIs.
Such factors include ADRs, costs per click, cancellation rates, foreign currency exchange rates, search engine bidding algorithms, channel mix, our ability to convert paid traffic to booking customers, and the timing and effectiveness of our brand marketing and social media marketing campaigns.
A portion of Booking.com's earnings during the years ended December 31, 2024 and 2023 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on our effective tax rates for these periods. For more information, see Part I, Item 1A, Risk Factors - " We may not be able to maintain our 'Innovation Box Tax' benefit.
A portion of Booking.com's earnings during the years ended December 31, 2025 and 2024 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on our effective tax rates for these periods.
Our effective tax rate was lower for the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a reduction to the Company's 2018 federal one-time deemed repatriation liability, pursuant to the Tax Act, resulting from a recent U.S. Tax Court decision in Varian Medical Systems, Inc. vs.
Our 2024 effective tax rate differs from the U.S. federal statutory tax rate of 21%, primarily due to the benefit of the Netherlands Innovation Box Tax and a reduction to our 2018 federal one-time deemed repatriation liability under the Tax Act, resulting from a 2024 U.S. Tax Court decision in Varian Medical Systems, Inc. vs.
Increases in cancellation rates can negatively impact our marketing efficiency as a result of incurring performance marketing expenses at the time a booking is made even though that booking could be canceled in the future if it was booked under a flexible cancellation policy.
Increases in cancellation rates can negatively impact our marketing efficiency as a result of incurring performance marketing expenses at the time a booking is made even though that booking could be canceled in the future. In 2025, our global average daily rates ("ADRs") on a constant currency basis were about in line with the prior year.
In 2024, the incremental revenues from facilitating payments were greater than the associated incremental variable expenses. The mix of our total gross bookings generated on a merchant basis was 63% in 2024, an increase from 54% in 2023. We have established widely-used and recognized brands through marketing and promotional campaigns.
In 2025, the incremental revenues from facilitating payments were greater than the associated incremental variable expenses. We have established widely-used and recognized brands through marketing and promotional campaigns.
Gross bookings resulting from reservations of room nights, rental car days, and airline tickets made through our merchant and agency categories for the years ended December 31, 2024 and 2023 were as follows (numbers may not total due to rounding): Year Ended December 31, Increase (Decrease) (in millions) 2024 2023 Merchant gross bookings $ 104,182 $ 81,721 27.5 % Agency gross bookings 61,398 68,906 (10.9) % Total gross bookings $ 165,580 $ 150,627 9.9 % Merchant gross bookings increased and agency gross bookings decreased in 2024 compared to 2023, due primarily to the ongoing shift from agency to merchant bookings at Booking.com.
Gross bookings resulting from reservations of room nights, rental car days, and airline tickets made through our merchant and agency categories were as follows (numbers may not total due to rounding): Year Ended December 31, Increase (Decrease) (In millions) 2025 2024 Merchant gross bookings $ 130,025 $ 104,182 24.8 % Agency gross bookings 56,082 61,398 (8.7) % Total gross bookings $ 186,107 $ 165,580 12.4 % The year-over-year increase in merchant gross bookings in 2025 was due primarily to growth in accommodation reservation services and flight reservation services at Booking.com and Agoda.
In 2024, our global average daily rates ("ADRs") on a constant currency basis were about in line with the prior year. Our global ADRs were negatively impacted by a higher mix of room nights from Asia, which is a lower ADR region.
Our global ADRs were slightly negatively impacted by a higher mix of room nights in Asia, which is a lower ADR region. Excluding the changes in regional mix, our global ADRs on a constant currency basis were up approximately 1% year-over-year, driven primarily by higher ADRs in Europe.
On a quarterly basis, we update our analysis and estimates considering available information, including the impact of negotiations, settlements, rulings, and advice of legal counsel.
Establishing direct linkage requires judgment and evaluation of all the underlying facts and circumstances, including the relationship between the recovery, the loss event, and the costs and losses incurred. On a quarterly basis, we update our analysis and estimates considering available information, including the impact of negotiations, settlements, rulings, and advice of legal counsel.
" Results of Operations Year Ended December 31, 2023 compared to Year Ended December 31, 2022 For a comparison of our results of operations for the fiscal years ended December 31, 2023 and 2022, see Part II, Item 7.
For more information, see Part I, Item 1, Risk Factors - " We may not be able to maintain our "Innovation Box Tax" benefit ." Results of Operations Year Ended December 31, 2024 compared to Year Ended December 31, 2023 For a comparison of our results of operations for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7.
This allows Booking.com to process transactions for travel service providers and to increase its ability to offer secure and flexible transaction terms to consumers, such as the form and timing of payment. We believe that expanding these types of service offerings will benefit consumers and travel service providers, as well as our gross bookings, room night, and earnings growth rates.
We believe that expanding these types of service offerings will benefit consumers and travel service providers, as well as our gross bookings, room night, and earnings growth rates.
The year-over-year increase in merchant revenues in 2024 was also due to strong growth in revenues from merchant accommodation reservation services at Agoda. Advertising and other revenues increased in 2024 compared to 2023 due to growth in advertising revenues at Booking.com and growth at OpenTable.
Merchant revenues also increased year-over-year while agency revenues decreased year-over-year in 2025 due to the ongoing shift from agency to merchant revenues at Booking.com. Advertising and other revenues increased year-over-year in 2025 due to growth at OpenTable and growth in advertising revenues at Booking.com.
As part of our strategy to provide more payment options to consumers and travel service providers, increase the number and variety of our accommodations, and enable our long-term Connected Trip strategy, Booking.com increasingly processes transactions on a merchant basis, where it facilitates payments from travelers for the services provided.
We continue to expand our merchant service offerings as part of a broader strategy to provide more payment options to travelers and travel service providers, increase the variety of our accommodations, and enable our long-term Connected Trip strategy.
For all loss contingencies, until a matter is finally resolved, there may be an exposure to loss in excess of the liability accrued for the matter and such amounts could be material. See Note 16 to our Consolidated Financial Statements for additional information regarding certain contingencies.
For all loss contingencies, until a matter is finally resolved, there may be an exposure to loss in excess of the liability accrued for the matter and such amounts could be material. In a similar manner, gain contingencies and recoveries of costs and losses are also assessed on a quarterly basis.
Our 2023 effective tax rate differs from the U.S. federal statutory tax rate of 21%, primarily due to higher international tax rates, non-deductible fines, certain other non-deductible expenses, and U.S. federal tax associated with the Company's international earnings, partially offset by the benefit of the Netherlands Innovation Box Tax.
Income Taxes Year Ended December 31, Increase (Decrease) (In millions) 2025 2024 Income tax expense $ 1,428 $ 1,410 1.3 % % of Income before income taxes 20.9 % 19.3 % Our 2025 effective tax rate differs from the U.S. federal statutory tax rate of 21%, primarily due to the benefit of the Netherlands Innovation Box Tax (as defined below) and U.S. federal tax credits, partially offset by higher international tax rates, certain non-deductible expenses, and U.S. federal tax associated with our international earnings.
Net cash used in financing activities for the year ended December 31, 2023 principally resulted from payments for the repurchase of common stock of $10.4 billion and payment on the maturity of debt of $500 million, partially offset with proceeds from the issuance of long-term debt of $1.9 billion.
Net cash used in financing activities for the year ended December 31, 2025 resulted principally from payments for the repurchase of common stock of $6.4 billion, including share repurchases of our common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation, payments on the maturity and redemption of debt of $5.0 billion, and dividends of $1.2 billion, partially offset with proceeds from the issuance of long-term debt of $3.7 billion.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur total revenues increased by 11% in 2024 as compared to 2023, but without the impact of changes in foreign currency exchange rates, our total revenues increased year-over-year on a constant-currency basis by approximately 12%. See Notes 6, 12, and 18 to our Consolidated Financial Statements and Part II, Item 7.
Biggest changeSee Notes 6, 12, and 18 to our Consolidated Financial Statements and Part II, Item 7.
We use foreign currency exchange derivative contracts to manage short-term foreign currency risk. 41 The objective of our policies is to mitigate potential income statement, cash flow, and fair value exposures resulting from possible future adverse fluctuations in rates.
We use foreign currency exchange derivative contracts to manage short-term foreign currency risk. The objective of our policies is to mitigate potential income statement, cash flow, and fair value exposures resulting from possible future adverse fluctuations in rates.
A hypothetical 10% decrease in the fair values at December 31, 2024 and 2023 of our investments in equity securities of publicly-traded companies and private entities would have resulted in a loss, before tax, of approximately $55 million and $45 million, respectively, being recognized in net income.
A hypothetical 10% decrease in the fair values at December 31, 2025 and 2024 of our investments in equity securities of publicly-traded companies and private entities would have resulted in a loss, before tax, of approximately $60 million and $55 million, respectively, being recognized in net income.
To the extent that changes in interest rates and foreign currency exchange rates affect general economic conditions, we would also be affected by such changes. See Note 12 to our Consolidated Financial Statements for information about our convertible senior notes due in May 2025 ("May 2025 Notes") and other debt.
To the extent that changes in interest rates and foreign currency exchange rates affect general economic conditions, we would also be affected by such changes. See Note 12 to our Consolidated Financial Statements for information about our outstanding senior notes.
Excluding the effect on the fair value of our convertible senior notes, a hypothetical 100 basis point (1.0%) decrease in interest rates would have resulted in an increase in the estimated fair value of our nonconvertible debt of approximately $930 million and $612 million at December 31, 2024 and 2023, respectively.
A hypothetical 100 basis point (1.0%) decrease in interest rates would have resulted in an increase in the estimated fair value of our nonconvertible debt of approximately $1.1 billion and $930 million at December 31, 2025 and 2024, respectively.
We also designate certain portions of the aggregate principal value of our Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries.
During the years ended December 31, 2025, 2024, and 2023, we also designated certain portions of the aggregate principal value of our Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries.
For example, our total gross bookings increased by 10% in 2024 as compared to 2023, but without the impact of changes in foreign currency exchange rates our total gross bookings increased year-over-year on a constant-currency basis by approximately 11%.
For example, our total gross bookings increased year-over-year by 12% in 2025, but without the impact of changes in foreign currency exchange rates our total gross bookings increased year-over-year on a constant currency basis by approximately 10%. Our total revenues increased year-over-year by 13% in 2025, including a benefit of about 3% from changes in foreign currency exchange rates.
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Our convertible senior notes are more sensitive to the equity market price volatility of our shares than changes in interest rates. The fair value of the convertible senior notes will likely increase as the market price of our shares increases and will likely decrease as the market price of our shares falls.
Removed
The May 2025 Notes are currently convertible at the option of the holder.
Removed
As of November 1, 2024, at maturity, the note holders are entitled to repayment of the principal amount of the May 2025 Notes in cash, and if they exercise their option to convert, they are entitled to cash payment for the conversion premium, which is the conversion value in excess of the principal amount.
Removed
During the year ended December 31, 2024, we paid $198 million in aggregate upon the conversion of the May 2025 Notes at the note holders' option.