Financial Analysis

"COMMITMENTS AND CONTINGENCIES Competition and Consumer Protection Reviews The Company is and has been the subject of investigations or inquiries by national competition authorities and other authorities regarding competition law matters, consumer protection issues, and other areas, such as with respect to the scope of its contractual parity provisions with accommodation providers, pricing tools or programs offered to partners, or the ranking criteria used in displaying results to consumers, and from time to time has made commitments regarding future business practices or activities. For example, the Company has previously made voluntary commitments related to showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings, and adjusting how discounts and statements concerning popularity or availability are shown. Some investigations have resulted in fines and the Company could incur additional fines and/or be restricted in certain of its business practices in the future. To the extent that investigations or inquiries result in additional commitments, fines, damages, or other remedies or changes to its business, the Company's business, financial condition, and results of operations could be harmed. In 2024, the Comision Nacional de los Mercados y la Competencia in Spain (the ""CNMC"") imposed a fine and restricted certain of Booking.com's business practices such as those relating to contractual pari …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"DEBT Revolving Credit Facility In May 2023, the Company entered into a five-year unsecured revolving credit facility with a group of lenders. The revolving credit facility extends a revolving line of credit of up to $2 billion to the Company and provides for the issuance of up to $80 million of letters of credit, as well as up to $100 million of borrowings on same-day notice, referred to as swingline loans. Other than the swingline loans, which are available only in U.S. Dollars, the revolving loans and the letters of credit are available in U.S. Dollars, Euros, Pounds Sterling, and any other currency agreed to by the administrative agent and each of the lenders. The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow. In May 2024, the Company extended the maturity date of the revolving credit facility from May 2028 to May 2029 pursuant to an extension request under the credit agreement. Borrowings under the revolving credit facility will bear interest at a rate determined by reference to benchmark rates plus an applicable spread (ranging from 0% to 1.375%) based on the better of the Company's leverage or credit rating at the time of the borrowing. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate determined by reference to the Company's leverage or credit rating. At December 31, 2025 and 2024, there were no borrowings o …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"STOCK-BASED COMPENSATION At December 31, 2025, there were approximately 715,000 shares of common stock available for future grants under the 1999 Omnibus Plan, as amended and restated effective June 3, 2021, which is the primary stock compensation plan from which broad-based employee, non-employee director, and consultant equity awards may be made. Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units, and stock options. Performance share units and restricted stock units are payable in shares of the Company's common stock upon vesting. The Company issues shares of its common stock upon the exercise of stock options. The tax benefit related to stock-based compensation was $61 million, $58 million, and $52 million for the years ended December 31, 2025, 2024, and 2023, respectively. Restricted Stock Units and Performance Share Units The Company makes broad-based grants of restricted stock units that generally vest during a period of one - to three-years, subject to certain exceptions for terminations other than for ""cause,"" for ""good reason,"" or on account of death or disability. The Company grants performance share units to executives and certain other employees, which generally vest at the end of a three-year period (with the exception of certain shorter-term performance share units), subject to certain exceptions for terminations other than for ""cause,"" for ""good reason,"" or on account of death or disabi …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

"FAIR VALUE MEASUREMENTS Assets and liabilities measured at fair value are categorized below based on the level of inputs to the valuation techniques used to measure fair value (see Note 2): (In millions) Level 1 Level 2 Level 3 Total December 31, 2025 Recurring fair value measurements ASSETS: Money market fund investments and certificates of deposit $ 15,316 $ $ $ 15,316 Equity securities 428 428 Foreign currency exchange derivatives 47 47 LIABILITIES: Foreign currency exchange derivatives $ $ 40 $ $ 40 Nonrecurring fair value measurements Investments in equity securities of private entities $ $ 30 $ 13 $ 43 Long-lived assets (1) 179 179 Goodwill (1) 203 203 December 31, 2024 Recurring fair value measurements ASSETS: Money market fund investments and certificates of deposit $ 14,926 $ $ $ 14,926 Equity securities 391 391 Foreign currency exchange derivatives 70 70 LIABILITIES: Foreign currency exchange derivatives $ $ 93 $ $ 93 Embedded derivative liability 1,300 1,300 (1) Fair value measurement as of September 30, 2025. See Note 11 for additional information. Investments See Note 5 for additional information related to the Company's investments. The Company's investments in privately-held entities are measured using Level 2 and 3 inputs, as appropriate. Fair values of these securities are estimated using a variety of valuation methodologies, including both the market and income approaches. The Company uses valuation techniques appropriate for the type of investment and the …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"GOODWILL AND INTANGIBLE ASSETS A substantial portion of the Company's intangible assets and goodwill as of December 31, 2025 relates to the acquisitions of OpenTable and Getaroom. Goodwill The changes in the balance of goodwill consist of the following: Year Ended December 31, (In millions) 2025 2024 Balance, beginning of year $ 2,799 $ 2,826 Impairment (180) Foreign currency translation adjustments 50 (27) Balance, end of year (1) $ 2,669 $ 2,799 (1) The balance of goodwill as of December 31, 2025 and 2024 is stated net of cumulative impairment charges of $2.2 billion and $2.0 billion, respectively. Intangible Assets The Company's intangible assets consist of the following: December 31, 2025 December 31, 2024 (In millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortization Period Trade names $ 1,294 $ (711) $ 583 $ 1,802 $ (1,000) $ 802 3 - 20 years Supply and distribution agreements 960 (626) 334 1,377 (830) 547 3 - 20 years Other intangible assets 327 (326) 1 326 (293) 33 Up to 20 years Total intangible assets $ 2,581 $ (1,663) $ 918 $ 3,505 $ (2,123) $ 1,382 Amortization expense for intangible assets was $204 million, $221 million, and $222 million for the years ended December 31, 2025, 2024, and 2023, respectively. The estimate d future annual amortization expense for the Company's intangible assets at December 31, 2025 is as follows: (In millions) 2026 $ 141 2027 131 2028 13 …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

"INCOME TAXES The composition of pre-tax income (loss) is as follows: Year Ended December 31, (In millions) 2025 2024 2023 International $ 9,493 $ 8,029 $ 6,119 U.S. (2,661) (737) (638) Total $ 6,832 $ 7,292 $ 5,481 Provision for Income Taxes The composition of income tax expense is as follows: Year Ended December 31, (In millions) 2025 2024 2023 Current income tax expense (benefit): International $ 1,856 $ 1,545 $ 1,371 U.S. Federal 42 (235) 291 U.S. State 46 2 8 Current income tax expense 1,944 1,312 1,670 Deferred income tax (benefit) expense: International (48) 25 (47) U.S. Federal (413) 51 (411) U.S. State (55) 22 (20) Deferred income tax (benefit) expense (516) 98 (478) Income tax expense (benefit): International 1,808 1,570 1,324 U.S. Federal (371) (184) (120) U.S. State (9) 24 (12) Income tax expense $ 1,428 $ 1,410 $ 1,192 Income tax liabilities of $928 million and $905 million are included in ""Accrued expenses and other current liabilities"" in the Consolidated Balance Sheets at December 31, 2025 and 2024, respectively. The following table summarizes cash paid for income taxes, net of refunds received, by jurisdiction: Year Ended December 31, (In millions) 2025 2024 2023 Foreign jurisdictions: Netherlands $ 1,700 $ 1,499 $ 1,122 France (1) 172 Other foreign jurisdictions 223 177 112 Total Foreign jurisdictions 1,923 1,676 1,406 U.S. Federal 322 236 360 U.S. State 34 20 23 Cash paid for taxes, net of refunds received $ 2,279 $ 1,932 $ 1,789 (1) The cash paid for inc …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"LEASES The Company has operating and finance leases for office space, data centers, and computer equipment. The Company recognized the following related to its leases in the Consolidated Balance Sheets: (In millions) Classification in Consolidated Balance Sheets December 31, 2025 2024 Operating lease assets Operating lease assets $ 632 $ 559 Operating lease liabilities: Current operating lease liabilities Accrued expenses and other current liabilities $ 115 $ 122 Non-current operating lease liabilities Operating lease liabilities 557 483 Total operating lease liabilities $ 672 $ 605 Finance lease assets Property and equipment, net $ 7 $ 35 Finance lease liabilities: Current finance lease liabilities Accrued expenses and other current liabilities $ 6 $ 26 Non-current finance lease liabilities Other long-term liabilities 7 Total finance lease liabilities $ 6 $ 33 The weighted-average lease term and discount rate for leases are as follows: December 31, 2025 2024 Weighted-average remaining lease term: Operating leases 8.6 years 9.2 years Finance leases 0.8 years 1.2 years Weighted-average discount rate: Operating leases 3.8 % 3.9 % Finance leases 3.5 % 3.5 % The Company recognized the following costs related to its leases in the Consolidated Statements of Operations: Year Ended December 31, (In millions) Classification in Consolidated Statements of Operations 2025 2024 2023 Operating lease cost General and administrative and Information technology $ 172 $ 174 $ 180 Variable leas …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements Adopted Improvements to Income Tax Disclosures In fiscal 2025, the Company adopted the accounting standards update (""ASU"") that requires additional disclosures on income taxes. See Note 15. Other Recent Accounting Pronouncements Scope Improvements for Interim Reporting In December 2025, the Financial Accounting Standards Board (""FASB"") issued an ASU mainly to improve the navigability of and provide additional guidance and clarifications on the required disclosures for interim reporting. The update is effective for interim financial statements beginning with interim periods in fiscal year 2028. The Company is currently evaluating the impact of the update to the Consolidated Financial Statements. Targeted Improvements to the Accounting for Internal-Use Software In September 2025, the FASB issued an ASU to modernize the accounting for software costs accounted for under ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software . The update is effective for annual and interim financial statements beginning with the fiscal year 2028. The Company is currently evaluating the impact of the update to the Consolidated Financial Statements. Measurement of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the FASB issued an ASU to simplify the application of the current expected credit loss model for current accounts receivable and current contract assets under ASC 606, Revenue from Contracts with Customers . The updat …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"TRANSFORMATION COSTS In the fourth quarter of 2024, the Company began the implementation of the organizational changes to improve operating expense efficiency, increase organizational agility, free up resources that can be reinvested into further improving its offering to travelers and partners, and better position the Company for the long term (the ""Transformation Program""). The Company currently expects that the restructuring costs and accelerated investments related to the Transformation Program will largely be incurred by the end of 2026 and anticipates these costs to primarily relate to expected and ongoing workforce reductions, technology investments, and professional fees. Transformation Program related costs are recorded in ""Transformation costs"" in the Consolidated Statements of Operations. For the year ended December 31, 2025, Transformation costs include employee termination benefits of $117 million and professional fees of $82 million. For the year ended December 31, 2024, Transformation costs primarily consisted of professional fees."

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

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"SEGMENT REPORTING AND GEOGRAPHIC INFORMATION See Note 1 for a description of the Company's business. The Company's portfolio of brands is organized into five operating segments. The Company determined its operating segments based on how its chief operating decision maker (""CODM""), who is the Chief Executive Officer and President, manages the business, makes operating decisions, and evaluates operating performance. The operating segments are aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors, and the objectives and principles of ASC 280, Segment Reporting . The CODM reviews revenues and an adjusted measure of earnings before interest, taxes, depreciation, and amortization less additions to property and equipment (""Adjusted EBITDA less Capex"") for each operating segment. The following table presents information for the Company's reportable segment. Other segment items include operating expenses such as general and administrative and information technology. See Note 2 for additional information on these expenses. Year Ended December 31, (In millions) 2025 2024 2023 Total revenues $ 26,917 $ 23,739 $ 21,365 Marketing expenses 8,186 7,278 6,773 Sales and other expenses 3,453 3,104 2,744 Personnel expenses 3,321 3,133 2,818 Other segment items 2,105 2,045 2,010 Segment Adjusted EBITDA less Capex $ 9,852 $ 8,179 $ 7,020 Decisions to allocate resources to each operating segment are made predominantly through the …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"COMMITMENTS AND CONTINGENCIES Competition and Consumer Protection Reviews The Company is and has been the subject of investigations or inquiries by national competition authorities and other authorities regarding competition law matters, consumer protection issues, and other areas, such as with respect to the scope of its contractual parity provisions with partners, pricing tools or programs offered to partners, or the ranking criteria used in displaying results to consumers, and from time to time has made commitments regarding future business practices or activities. For example, the Company has previously made voluntary commitments related to showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings, and adjusting how discounts and statements concerning popularity or availability are shown. Some investigations have resulted in fines and the Company could incur additional fines and/or be restricted in certain of its business practices in the future. For example, in April 2026, the Italian Competition and Consumer Authority opened an investigation into whether certain Booking.com business practices adversely affect consumers. In 2024 Booking.com settled a competition investigation with the same authority regarding whether certain business practices adversely affected hotels and other online travel agencies by offering commitments on future business practices. To the extent that investigations …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"DEBT See Note 12 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for information related to the Company's debt. Revolving Credit Facility The Company's unsecured revolving credit facility extends a revolving line of credit of up to $2 billion to the Company. At March 31, 2026 and December 31, 2025, there were no borrowings outstanding and $12 million and $19 million, respectively, of letters of credit issued under the revolving credit facility. Senior Notes At March 31, 2026 and December 31, 2025, the Company had outstanding senior notes with varying maturities for an aggregate principal amount of $18.6 billion and $18.9 billion, respectively. The carrying values differ from the outstanding principal amounts due to unamortized debt discounts and debt issuance costs of $139 million and $146 million as of March 31, 2026 and December 31, 2025, respectively. At March 31, 2026, senior notes with an aggregate principal amount of $3.0 billion were payable within the next twelve months. The aggregate principal amount and carrying value of the Company's outstanding Euro-denominated debt at March 31, 2026 was $17.1 billion and $16.9 billion, respectively, and at December 31, 2025 was $17.4 billion and $17.2 billion, respectively. At March 31, 2026 and December 31, 2025, the fair value of outstanding debt was approximately $18.2 billion and $18.9 billion, respectively, and was considered a ""Level 2"" fair value …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

STOCK-BASED COMPENSATION Restricted stock units and performance share units granted by the Company during the three months ended March 31, 2026 had an aggregate grant-date fair value of $598 million. Restricted stock units and performance share units that vested during the three months ended March 31, 2026 had an aggregate fair value at vesting of $785 million. At March 31, 2026, there was $1.1 billion of estimated total future stock-based compensation expense related to unvested restricted stock units and performance share units to be recognized over a weighted-average period of 2.3 years. The following table summarizes the activity in restricted stock units and performance share units during the three months ended March 31, 2026: Restricted Stock Units Performance Share Units (In thousands, except per share data) Shares Weighted-average Grant-date Fair Value Per Share Shares Weighted-average Grant-date Fair Value Per Share Unvested at December 31, 2025 5,351 $159.84 3,852 $138.49 Granted 2,951 $166.15 640 $168.29 Vested (2,767) $145.64 (1,878) $109.47 Performance shares adjustment (1) (68) $172.36 Forfeited (71) $169.49 (16) $114.59 Unvested at March 31, 2026 5,464 $170.32 2,530 $166.82 (1) Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results and the impact of modifications, if any.

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"FAIR VALUE MEASUREMENTS There are three levels of inputs to valuation techniques used to measure fair value: Level 1: Quoted prices in active markets that are accessible by the Company at the measurement date for identical assets and liabilities. Level 2: Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. Assets and liabilities measured at fair value are classified in the categories described in the table below: (In millions) Level 1 Level 2 Level 3 Total March 31, 2026 Recurring fair value measurements ASSETS: Money market fund investments and certificates of deposit $ 14,043 $ $ $ 14,043 Equity securities 321 321 Foreign currency exchange derivatives 59 59 LIABILITIES: Foreign currency exchange derivatives $ $ 86 $ $ 86 Nonrecurring fair value measurements Investments in equity securities of private entities $ $ $ 11 $ 11 December 31, 2025 Recurring fair value measurements ASSETS: Money market fund investments and certificates of deposit $ 15,316 $ $ $ 15,316 Equity securities 428 428 Foreign currency exchange derivatives 47 47 LIABILITIES: Foreign currency exchange derivatives $ $ 40 $ $ 40 Nonrecurring fair value measurements Investments in equity securities of private entities $ $ 30 $ 13 $ 43 Long-lived assets …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

INTANGIBLE ASSETS AND GOODWILL The carrying value of the Company's intangible assets, which consists primarily of trade names and supply and distribution agreements, was $882 million and $918 million at March 31, 2026 and December 31, 2025, respectively, and is stated net of accumulated amortization of $1.7 billion. Amortization expense of intangible assets was $36 million and $54 million for the three months ended March 31, 2026 and 2025, respectively. The carrying value of the Company's goodwill at March 31, 2026 and December 31, 2025 was $2.7 billion and is stated net of cumulative impairment charges of $2.2 billion.

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"INCOME TAXES Income tax expense consists of U.S. and international income taxes, determined using an estimate of the Company's annual effective tax rate, which is based upon the applicable tax rates and tax laws of the countries in which the income is generated. The Company's effective tax rate for the three months ended March 31, 2026 was 22.6% compared to 15.8% for the three months ended March 31, 2025. Excluding discrete items recorded in the three months ended March 31, 2026, the Company's 2026 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 (discussed below), partially offset by higher international tax rates, a valuation allowance relating to the carryforward of U.S. Federal interest expense, certain non-deductible expenses, and U.S. federal and state tax associated with the Company's international earnings. The Company's 2025 effective tax rate differed from the U.S. federal statutory tax rate of 21%, primarily due to the benefit of the Netherlands Innovation Box Tax, partially offset by higher international tax rates, U.S. federal and state tax associated with the Company's international earnings, and non-deductible expenses related to the May 2025 Notes. The Company's effective tax rate for the three months ended March 31, 2026 was higher than the effective tax rate for the three months ended March 31, 2025, primarily due to lower discrete tax benefits related to stock-bas …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements See ""Recent Accounting Pronouncements Adopted"" and ""Other Recent Accounting Pronouncements"" in Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Measurement of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the Financial Accounting Standards Board issued an Accounting Standards Update to simplify the application of the current expected credit loss model for current accounts receivable and current contract assets under Accounting Standards Codification (""ASC"") 606, Revenue from Contracts with Customers . The update provides a practical expedient when estimating expected credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. In the first quarter of 2026, the Company adopted the practical expedient and it did not have a material impact to its Consolidated Financial Statements."

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TRANSFORMATION COSTS In the fourth quarter of 2024, the Company began the implementation of certain organizational changes as part of a transformation program and currently expects that the restructuring costs and accelerated investments related to the program will largely be incurred by the end of 2026. For the three months ended March 31, 2026 and 2025, Transformation costs primarily consisted of professional fees.

RestructuringAndRelatedActivitiesDisclosureTextBlock

"REVENUES Revenues by Type of Service Approximately 89% and 88% of the Company's revenues for the three months ended March 31, 2026 and 2025, respectively, relate to online accommodation reservation services. Revenues from all other sources of online travel reservation services and advertising and other revenues each individually represent less than 10% of the Company's total revenues for each period. Deferred Merchant Bookings Cash payments received from travelers in advance of the Company completing its performance obligations are included in ""Deferred merchant bookings"" in the Company's Consolidated Balance Sheets and are comprised principally of amounts estimated to be payable to travel service providers as well as the Company's estimated future revenue for its commission or margin and fees. The amounts are mostly subject to refunds for cancellations."

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SEGMENT REPORTING See Note 17 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on the Company's segment reporting. The following table presents information on the Company's reportable segment: Three Months Ended March 31, (In millions) 2026 2025 Total revenues $ 5,532 $ 4,762 Marketing expenses 2,068 1,777 Sales and other expenses 818 702 Personnel expenses 834 789 Other segment items 550 451 Segment Adjusted EBITDA less Capex $ 1,262 $ 1,043 The following table presents the reconciliation of the Company's segment Adjusted EBITDA less Capex to Income before income taxes: Three Months Ended March 31, (In millions) 2026 2025 Segment Adjusted EBITDA less Capex $ 1,262 $ 1,043 Additions to property and equipment 82 110 Adjustment related to the Netherlands pension fund matter (1) 129 Gain related to settlement of litigation matters (1) 89 Depreciation and amortization (2) (131) (154) Transformation costs (3) (23) (32) Interest expense (2) (253) (649) Interest and dividend income (2) 187 241 Net (losses) gains on equity securities (4) (107) 3 Foreign currency transaction gains (losses) on the remeasurement of certain Euro-denominated debt and accrued interest and gains on debt-related foreign currency derivative instruments (4) 333 (389) Change in fair value of the conversion option related to the convertible senior notes (5) 158 Other (6) (40) (64) Income before income taxes $ 1,39 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing