10-K – 2026-02-18 – bkng-20251231.htm

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. 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. 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. 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. 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. Such foreign currency transaction gains or losses are dependent on the amount of net assets of the Euro functional currency subsidiaries, the amount of the Euro-denominated debt that is designated as a hedge, and fluctuations in foreign currency exchange rates. See Notes 6, 12, and 18 to our Consolidated Financial Statements and Part I, Item 1A, Risk Factors - " We are exposed to fluctuations in foreign currency exchange rates. "

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. Certain of our accounting estimates are important to our financial position and results of operations and require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. 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. 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.

Valuation of Goodwill and other Long-lived Assets

We review long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group. In the accounting for business combinations, the excess of the consideration transferred over the net of the amounts allocated to the identifiable assets acquired and liabilities assumed is recognized as goodwill. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination. When the composition of one or more reporting units is changed, goodwill is reassigned to the affected reporting units using a relative fair value approach. A substantial portion of our intangible assets and goodwill as of December 31, 2025 relates to the acquisitions of OpenTable and Getaroom.

We test goodwill for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We test goodwill at a reporting unit level and our annual goodwill impairment tests are performed as of September 30.

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The estimation of the recoverable values of asset groups and the fair values of our reporting units reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding each reporting unit's expected growth rates and operating margin and with respect to matters outside of our control, such as discount rates and market comparables. Actual results could be materially different than the judgments and estimates used. Generally, changes in the assumptions used for comparable company multiples would result in directionally similar changes in the fair value and changes in the assumptions used for discount rates would result in directionally opposite changes in the fair value. Future events and changing market conditions may lead us to re-evaluate the assumptions used to estimate the fair values of our reporting units. Such changes may include travel service providers reducing or withdrawing from our services, generative AI better enabling or offering alternatives for travel service providers to reach consumers, or competitors affecting our ability to market to and reach consumers in a cost-efficient way.

Impairment of Goodwill and Intangible Assets

As of September 30, 2025, we performed our annual goodwill impairment test. Except for the KAYAK reporting unit, the fair values of our reporting units exceeded their respective carrying values.

For the KAYAK reporting unit's goodwill, we recognized an impairment charge of $180 million for the three months ended September 30, 2025, resulting in an adjusted carrying value of $203 million at September 30, 2025. In addition, for the KAYAK asset group's intangible assets (trade names and supply and distribution agreements), we recognized an impairment charge of $277 million for the three months ended September 30, 2025. The impairments were primarily driven by a reduction in the forecasted cash flows for KAYAK, reflecting its meta-search business being impacted by expected increases in customer acquisition costs.

The estimated fair value of KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flow) and a market approach (applying comparable company multiples). The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. An increase or decrease of one percentage point to the earnings before interest, taxes, depreciation and amortization ("EBITDA") growth rates used in the cash flow projections would result in an increase of approximately $45 million and a decrease of approximately $40 million, respectively, to the estimated fair value of KAYAK as of September 30, 2025. The discount rate is determined based on the reporting unit's estimated weighted-average cost of capital and adjusted to reflect the risks inherent in its cash flows, which require significant judgments. If the discount rate used in the income approach increases or decreases by 0.5%, the impact to the estimated fair value of KAYAK at September 30, 2025 ranges from a decrease of approximately $20 million to an increase of approximately $25 million. The market approach estimates value using prices and other relevant information generated by market transactions involving comparable publicly-traded companies, including the use of the EBITDA multiple. A change in the assumption used for the EBITDA multiple would result in a directionally similar change in the fair value.

At September 30, 2025, the fair values of KAYAK's trade names and supply and distribution agreements were $103 million and $76 million, respectively, estimated using an income approach. The key unobservable inputs used for these intangible assets include royalty rates, distributor margins, and supplier attrition rates (in the range of 2% to 5%, as applicable) and the useful lives of the trade names (20 years). Significant changes in any of these inputs in isolation would result in significantly different fair value measurements. Generally, a change in the assumption used for the royalty rate, distributor margin, and expected useful life would result in a directionally similar change in the fair value and a change in the assumption used for the attrition rate would result in a directionally opposite change in the fair value.

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. 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. We do not intend to indefinitely reinvest our international earnings that were subject to U.S. taxation pursuant to the mandatory deemed repatriation or subject to U.S. taxation as global intangible low-taxed income (" GILTI ") .

We regularly review our deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of temporary differences, and tax planning strategies and record valuation allowances as required.

We are subject to ongoing tax examinations and assessments, and face challenges regarding the amount of taxes due from time to time. Although we believe that our tax filing positions are reasonable and comply with applicable law, we regularly review our tax filing positions, especially in light of tax law or business practice changes, and we may change our positions or determine that previous positions should be amended, either of which could result in changes to our tax liabilities. The final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals.

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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. We consider the technical merits of our tax positions along with the applicable tax statutes, related interpretations and precedents, and our expectation of the outcome of proceedings (or negotiations) with tax authorities. We recognize liabilities when we believe that uncertain positions may not be fully sustained upon audit by the tax authorities, including any related appeals or litigation processes. Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement. First, we evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained based on its technical merits. Second, we measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. The tax benefits ultimately realized by us may be different than what is recorded in the financial statements due to future events such as our settling a matter with tax authorities or our success in sustaining our tax positions.

See Notes 15 and 16 to our Consolidated Financial Statements for additional information.

Contingencies
Loss contingencies (other than income tax-related contingencies disclosed above) arise from actual or possible claims and assessments and pending or threatened litigation that may be brought against us. Based on our assessment of loss contingencies at each balance sheet date, a loss is recorded in the financial statements if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. If the amount of the loss cannot be reasonably estimated, we disclose information about the contingency in the financial statements. We also disclose information in our financial statements about reasonably possible loss contingencies.

The determination of whether a loss is probable and whether the amount of the loss can be reasonably estimated requires significant judgment and evaluation of all the underlying facts and circumstances including judgments about the potential actions of third-party claimants, regulatory authorities, and courts. 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.

For a contingency that might result in a gain, substantially all uncertainties about its realization should be resolved before it is recognized in the financial statements. Recoveries of costs and losses incurred in the past and recorded in the financial statements are recognized when the recovery is probable, reasonably estimable, and there is direct linkage to the loss event. 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. Changes in our assessment of whether a loss is probable, our estimate of the loss, or our determination of whether the amount of loss can be reasonably estimated could have a material impact on our results of operations and financial position. Changes in our assumptions regarding a particular matter or the effectiveness of our strategies related to legal and other proceedings could also have a material impact on our results of operations and financial position. 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.

See Note 16 to our Consolidated Financial Statements for additional information regarding certain contingencies.

Recent Accounting Pronouncements

See Note 2 to our Consolidated Financial Statements, which is incorporated into this Item 7 by reference.
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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. Reservations of room nights, rental car days, and airline tickets capture the volume of units booked through our online travel companies' ("OTC") brands by our customers. Gross bookings is an operating and statistical metric that captures the total dollar value, generally inclusive of taxes and fees, of all travel services booked through our OTC brands by our customers, net of cancellations. Our non-OTC brands (KAYAK and OpenTable) have different business metrics from those of our OTC brands, so search queries through KAYAK and restaurant reservations through OpenTable do not contribute to our gross bookings.

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. 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.

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. Merchant gross bookings also increased year-over-year and agency gross bookings decreased year-over-year in 2025 due to the ongoing shift from agency to merchant bookings at Booking.com.

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. Rental car gross bookings increased 9% year-over-year in 2025 due to rental car days growth and higher average daily car rental prices.

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Revenues
See Note 2 to our Consolidated Financial Statements for additional information on our revenues, including merchant, agency, and advertising and other revenues. Substantially all of our revenues are generated by providing online travel reservation services, which facilitate online travel purchases by travelers from travel service providers.

Year Ended December 31, Increase (Decrease)
(In millions) 2025 2024
Merchant revenues $ 17,755  $ 14,142  25.5  %
Agency revenues 7,968  8,524  (6.5) %
Advertising and other revenues 1,194  1,073  11.3  %
Total revenues $ 26,917  $ 23,739  13.4  %
% of Total gross bookings 14.5  % 14.3  %

The year-over-year increase in merchant revenues in 2025 was due primarily to growth in accommodation reservation services at Booking.com. 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.

Total revenues as a percentage of gross bookings increased year-over-year in 2025 due to an increase in revenues related to facilitating payments, as well as a more positive impact from changes in foreign currency exchange rates on revenue compared to gross bookings, partly offset by an increase in the mix of flight gross bookings, which have lower revenues as a percentage of gross bookings.

Operating Expenses
See Note 2 to our Consolidated Financial Statements for additional information about the components of our operating expenses and the related accounting policies. The year-over-year growth in our total operating expenses for 2025 was increased in part by changes in foreign currency exchange rates.
Marketing Expenses

Year Ended December 31, Increase (Decrease)
(In millions) 2025 2024
Marketing expenses $ 8,186  $ 7,278  12.5  %
% of Total gross bookings 4.4  % 4.4  %
% of Total revenues 30.4  % 30.7  %

 
Our marketing expenses, which are substantially variable in nature, increased year-over-year in 2025 to help drive additional gross bookings and revenues, and were increased by changes in foreign currency exchange rates. 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.

Sales and Other Expenses

Year Ended December 31, Increase (Decrease)
(In millions) 2025 2024
Sales and other expenses $ 3,453  $ 3,120  10.6  %
% of Total gross bookings 1.9  % 1.9  %
% of Total revenues 12.8  % 13.1  %

 

Sales and other expenses, which are substantially variable in nature, increased year-over-year in 2025 due primarily to an increase in merchant transaction costs of $381 million related to the ongoing shift from agency to merchant transactions at Booking.com, as well as due to changes in foreign currency exchange rates. Sales and other expenses as a percentage of total revenues decreased year-over-year in 2025 due to efficiencies in third-party customer service costs, as well as lower provisions for expected credit losses, partially offset by the impact of increased merchant transactions, which grew faster than total revenue.

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Personnel

Year Ended December 31, Increase (Decrease)
(In millions) 2025 2024
Personnel $ 3,403  $ 3,354  1.5  %
% of Total revenues 12.6  % 14.1  %

 
Personnel expenses increased year-over-year in 2025 primarily due to increases in salary expenses and bonus expense accruals, both of which were increased by changes in foreign currency exchange rates. The year-over-year increase in personnel expenses in 2025 was partially offset by a $176 million reduction in the accrual related to the Netherlands pension fund matter. Employee headcount of approximately 24,300 as of December 31, 2025 was in line with December 31, 2024.

General and Administrative
Year Ended December 31, Increase (Decrease)
(In millions) 2025 2024
General and administrative $ 857  $ 1,036  (17.2) %
% of Total revenues 3.2  % 4.4  %

 
General and administrative expenses decreased year-over-year in 2025 due to the impact of the $337 million accrual in 2024 related to the settlement of certain Italian indirect tax matters, partially offset by $89 million in expense in 2025 related to certain other indirect tax matters. In addition, the year-over-year decrease in general and administrative expenses in 2025 was impacted by a $78 million reduction in 2024 in the accrual related to the fine imposed by the Spanish competition authority.

Information Technology

Year Ended December 31, Increase (Decrease)
(In millions) 2025 2024
Information technology $ 908  $ 771  17.8  %
% of Total revenues 3.4  % 3.2  %

Information technology expenses increased year-over-year in 2025 due primarily to an increase in cloud computing costs, as well as changes in foreign currency exchange rates.

Depreciation and Amortization

Year Ended December 31, Increase (Decrease)
(In millions) 2025 2024
Depreciation and amortization $ 623  $ 591  5.4  %
% of Total revenues 2.3  % 2.5  %

 
Depreciation and amortization expenses increased year-over-year in 2025 due primarily to increased depreciation of computer equipment, as well as amortization expense related to internally-developed software.

Impairment
Year Ended December 31,
(In millions) 2025 2024
Impairment $ 457  $ — 

See Note 11 to our Consolidated Financial Statements for additional information.

Transformation Costs
Year Ended December 31,
(In millions) 2025 2024
Transformation costs $ 205  $ 34 

See "Trends" above for additional information on the Transformation Program. For the year ended December 31, 2025, Program related costs primarily consist of employee termination benefits and professional fees. See Note 20 to our Consolidated Financial Statements.
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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. Interest and dividend income decreased year-over-year in 2025 primarily due to lower interest rates, partially offset by higher money market fund investment balances. In addition, we have certain cash management activities with related interest expense and interest income.

Other Income (Expense), Net

Year Ended December 31,
(In millions) 2025 2024

Other income (expense), net $ (1,297) $ (82)

See Note 18 to our Consolidated Financial Statements for additional information.

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. 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. 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.

Our effective tax rate was higher for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to the reduction to our 2018 federal one-time deemed repatriation liability under the Tax Act, that was recorded during 2024, resulting from the Varian Decision, and higher international tax rates, partially offset by an increase in the benefit of the Netherlands Innovation Box Tax and lower unrecognized tax benefits.

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%. 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. 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. 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.
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Liquidity and Capital Resources
 
Our primary source of funds for operations is the cash flow that we generate from operations. 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. See Part I, Item 1A, Risk Factors - " Our liquidity, credit ratings, and ongoing access to capital could be materially and negatively affected by global financial conditions and events. " Our financial results and prospects are almost entirely dependent on facilitating the sale of travel-related services. 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.

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.

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. 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.

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. 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 outstanding senior notes at December 31, 2025 had cumulative interest to maturity (based on coupon interest rates) of $5.7 billion, with $662 million payable within the next twelve months.

See Note 12 to our Consolidated Financial Statements for additional information.

Share repurchases and dividends
In the first quarter of 2025, our Board of Directors (the "Board") authorized a program to repurchase up to $20 billion of our common stock. At December 31, 2025, we had a total remaining authorization of $21.8 billion related to share repurchase programs authorized by the Board.

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.

See Note 13 to our Consolidated Financial Statements for additional information.

Commitments, contingencies, and other
At December 31, 2025, we had, in the aggregate, $1.1 billion of non-cancellable purchase obligations individually greater than $10 million, of which $361 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. 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. Due to the Varian Decision, a portion of our total transition tax liability may be refunded. In accordance with the Tax Act, generally, future repatriation of our international cash will not be subject to a U.S. federal income tax liability as a dividend, but will be subject to U.S. state income taxes and international withholding taxes, which have been accrued by us.

See Note 16 to our Consolidated Financial Statements for information related to the standby letters of credit and bank guarantees issued on our behalf.

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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.

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.

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.

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. 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. For the year ended December 31, 2025, deferred merchant bookings and other current liabilities increased by $796 million and accounts receivable increased by $730 million, primarily due to higher business volumes. Merchant revenues increased while agency revenues decreased year-over-year in 2025 due to the ongoing shift from agency to merchant revenues at Booking.com.

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. 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. For the year ended December 31, 2024, deferred merchant bookings and other current liabilities increased by $1.4 billion and accounts receivable increased by $506 million, primarily due to higher business volumes, partially offset by faster accounts receivable collections in 2024.

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.

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. 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.

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. 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.

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Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
 
We have exposure to several types of market risk, including changes in interest rates, foreign currency exchange rates, and equity prices.

We manage our exposure to interest rate risk and foreign currency risk through internally established policies and procedures and, when deemed appropriate, through the use of derivative financial instruments. 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. We evaluate our exposure to market risk by assessing the anticipated near-term and long-term fluctuations in interest rates and foreign currency exchange rates. This evaluation includes the review of leading market indicators, discussions with financial analysts and investment bankers regarding current and future economic conditions, and the review of market projections as to expected future rates. We utilize this information to determine our own investment strategies as well as to determine if the use of derivative financial instruments is appropriate to mitigate any potential future market exposure that we may face. Our policy does not allow speculation in derivative instruments for profit or, except in certain limited situations, execution of derivative instrument contracts for which there are no underlying exposures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. 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. 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 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., which represent a substantial majority of our financial results, are translated from local currencies (principally Euros and British Pounds Sterling) into U.S. Dollars. 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. See Notes 6, 12, and 18 to our Consolidated Financial Statements and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information about foreign currency transaction gains and losses, changes in foreign currency exchange rates, the impact of such changes on the increase in our revenues and operating margins, our use of foreign currency exchange derivatives, and our designation of certain portions of our Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries. We generally enter into foreign currency exchange derivatives to hedge our exposure to the impact of movements in foreign currency exchange rates on our transactional balances denominated in currencies other than the functional currency. We will continue to evaluate the use of derivative instruments in the future. 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. Foreign currency transaction gains or losses are dependent on the amount of net assets of the Euro functional currency subsidiaries, the amount of the Euro-denominated debt that is designated as a hedge, and fluctuations in foreign currency exchange rates.

See Notes 5 and 6 to our Consolidated Financial Statements for information about our investments in equity securities of publicly-traded companies and private entities. We are exposed to equity price risk as it relates to changes in fair values of these investments. Our investments in private entities are measured at cost less impairment, if any. Such investments are also required to be measured at fair value as of the date of certain observable transactions for the identical or a similar investment of the same issuer. 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.

Item 8.  Financial Statements and Supplementary Data
 
The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10-K (See Part IV, Item 15, Exhibits and Financial Statement Schedules): Consolidated Balance Sheets at December 31, 2025 and 2024; Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' Deficit, and Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023; Notes to our Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.

36

Item 9A. Controls and Procedures

Disclosure Controls and Procedures . Under the supervision and with the participation of management, including our principal executive officer and our principal financial officer, we evaluated our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.

Management's Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025 . Our independent registered public accounting firm also attested to and reported on the effectiveness of internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls. We continue to monitor ongoing changes to systems and processes to determine the impact on internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). No change in our internal control over financial reporting occurred during the three months ended December 31, 2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of Booking Holdings Inc.
 
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, 2025 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025 , of the Company and our report dated February 18, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Management's Report on Internal Control Over Financial Reporting". Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
February 18, 2026

38

Item 9B. Other Information
 
None .

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
 
None.

PART III
 

Item 10. Directors, Executive Officers and Corporate Governance
 
Information required by Part III, Item 10 will be included in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.

The Company has adopted an insider trading policy which governs transactions in our securities by the Company's directors, officers, employees, contractors, and consultants, as well as by the Company itself. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company's insider trading policy is incorporated by reference in this Annual Report on Form 10-K as Exhibit 19.1.
 

Item 11. Executive Compensation
 
Information required by Part III, Item 11 will be included in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
Information required by Part III, Item 12 will be included in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
 

Item 13. Certain Relationships and Related Transactions, and Director Independence
 
Information required by Part III, Item 13 will be included in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
 

Item 14. Principal Accountant Fees and Services
 
Information required by Part III, Item 14 will be included in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.

PART IV
 

Item 15. Exhibits and Financial Statement Schedules.
 
(a)     List of Documents Filed as a Part of this Annual Report on Form 10-K:
 
The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10-K: Consolidated Balance Sheets at December 31, 2025 and 2024; Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' Deficit, and Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023; Notes to our Consolidated Financial Statements; Report of Independent Registered Public Accounting Firm; and Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.).
 
Other financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or the notes thereto.
 
39

(b)    Exhibits

In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. Some agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
• should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
• may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10‑K and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.

Exhibit Number Description
3.1 (a)
Restated Certificate of Incorporation of the Company.
3.2 (b)
Certificate of Amendment of the Restated Certificate of Incorporation, dated as of June 4, 2021.
3.3 (yy)
Amended and Restated By-Laws of Booking Holdings Inc., dated as of October 16, 2025.
4.1 Reference is hereby made to Exhibits 3.1, 3.2, and 3.3.
4.2 (c)
Specimen Certificate for the Company's Common Stock.
4.3 (d)
Indenture, dated as of September 23, 2014, between the Company and Deutsche Bank Trust Company Americas, as Trustee.
4.4 (e)
Indenture, dated as of August 8, 2017, between the Company and U.S. Bank National Association, as trustee.
4.5 (f)
Form of 1.800% Senior Note due 2027.
4.6 (g)
Officers' Certificate, dated March 3, 2015, for the 1.800% Senior Notes due 2027.
4.7 (h)
Form of 3.650% Senior Note due 2025.
4.8 (i)
Officers' Certificate, dated March 13, 2015, for the 3.650% Senior Notes due 2025.
4.9 (j)
Form of 3.600% Senior Note due 2026.
4.10 (j)
Officers' Certificate, dated May 23, 2016, for the 3.600% Senior Notes due 2026.
4.11 (k)
Form of 3.550% Senior Note due 2028.
4.12 (k)
Officers' Certificate, dated August 15, 2017, with respect to the 3.550% Senior Notes due 2028.
4.13 (z)
Description of the Company's Common Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.14 (z)
Description of the Company's 2.375% Senior Notes due 2024 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.15 (z)
Description of the Company's 1.800% Senior Notes due 2027 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

4.16 (ee)
Description of the Company's 0.500% Senior Notes due 2028 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.17 (x)
Form of 4.625% Senior Note due 2030.
4.18 (x)
Officers' Certificate, dated April 13, 2020, with respect to the 4.625% Senior Notes due 2030.
4.19 (x)
Form of 0.750% Convertible Senior Note due 2025.
4.20 (x)
Indenture, dated as of April 14, 2020, between Booking Holdings Inc. and U.S. Bank National Association, as trustee.
4.21 (l)
Form of 0.500% Senior Note due 2028.
4.22 (l)
Officers' Certificate, dated March 8, 2021, with respect to the 0.500% Senior Notes due 2028.
4.23 (ff)
Form of 4.000% Senior Note due 2026.
4.24 (ff)
Officers' Certificate, dated November 15, 2022, with respect to the 4.000% Senior Notes due 2026.
4.25 (ff)
Form of 4.250% Senior Note due 2029.
4.26 (ff)
Officers' Certificate, dated November 15, 2022, with respect to the 4.250% Senior Notes due 2029.
4.27 (ff)
Form of 4.500% Senior Note due 2031.

40

Exhibit Number Description
4.28 (ff)
Officers' Certificate, dated November 15, 2022, with respect to the 4.500% Senior Notes due 2031.
4.29 (ff)
Form of 4.750% Senior Note due 2034.
4.30 (ff)
Officers' Certificate, dated November 15, 2022, with respect to the 4.750% Senior Notes due 2034.
4.31 (ii)
Description of the Company's 4.000% Senior Notes due 2026 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.32 (ii)
Description of the Company's 4.250% Senior Notes due 2029 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.33 (ii)
Description of the Company's 4.500% Senior Notes due 2031 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.34 (ii)
Description of the Company's 4.750% Senior Notes due 2034 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.35 (jj)
Form of 3.625% Senior Note due 2028.
4.36 (jj)
Officers' Certificate, dated May 12, 2023, with respect to the 3.625% Senior Notes due 2028.
4.37 (jj)
Form of 4.125% Senior Note due 2033.
4.38 (jj)
Officers' Certificate, dated May 12, 2023, with respect to the 4.125% Senior Notes due 2033.
4.39 (jj)
Agency Agreement, dated as of May 12, 2023, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar, and trustee.
4.40 (rr)
Description of the Company's 3.625% Senior Notes due 2028 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.41 (rr)
Description of the Company's 4.125% Senior Notes due 2033 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.42 (ss)
Form of 3.500% Senior Note due 2029.
4.43 (ss)
Officers' Certificate, dated March 1, 2024, with respect to the 3.500% Senior Notes due 2029.
4.44 (ss)
Form of 3.625% Senior Note due 2032.
4.45 (ss)
Officers' Certificate, dated March 1, 2024, with respect to the 3.625% Senior Notes due 2032.
4.46 (ss)
Form of 3.750% Senior Note due 2036.
4.47 (ss)
Officers' Certificate, dated March 1, 2024, with respect to the 3.750% Senior Notes due 2036.
4.48 (ss)
Form of 4.000% Senior Note due 2044.
4.49 (ss)
Officers' Certificate, dated March 1, 2024, with respect to the 4.000% Senior Notes due 2044.
4.50 (ss)
Agency Agreement, dated as of March 1, 2024, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar, and trustee.
4.51 (tt)
Form of 3.250% Senior Notes due 2032.
4.52 (tt)
Officers' Certificate, dated November 21, 2024, with respect to the 3.250% Senior Notes due 2032.
4.53 (tt)
Form of 3.750% Senior Notes due 2037.
4.54 (tt)
Officers' Certificate, dated November 21, 2024, with respect to the 3.750% Senior Notes due 2037.
4.55 (tt)
Form of 3.875% Senior Notes due 2045.
4.56 (tt)
Officers' Certificate, dated November 21, 2024, with respect to the 3.875% Senior Notes due 2045.
4.57 (tt)
Agency Agreement, dated as of November 21, 2024, by and between Booking Holdings Inc., as issuer, and U.S. Bank Trust Company, National Association, as paying agent, transfer agent, registrar, and trustee.
4.58 (zz)
Description of the Company's 3.500% Senior Notes due 2029 Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934.
4.59 (zz)
Description of the Company's 3.625% Senior Notes due 2032 Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934.
4.60 (zz)
Description of the Company's 3.750% Senior Notes due 2036 Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934.
4.61 (zz)
Description of the Company's 4.000% Senior Notes due 2044 Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934.
4.62 (zz)
Description of the Company's 3.250% Senior Notes due 2032 Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934.
4.63 (zz)
Description of the Company's 3.750% Senior Notes due 2037 Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934.
4.64 (zz)
Description of the Company's 3.875% Senior Notes due 2045 Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934.
4.65 (aaa)
Form of 3.125% Senior Note due 2031.
4.66 (aaa)
Officers' Certificate, dated May 9, 2025, with respect to the 3.125% Senior Note due 2031.
4.67 (aaa)
Form of 4.125% Senior Note due 2038.

41

Exhibit Number Description
4.68 (aaa)
Officers' Certificate, dated May 9, 2025, with respect to the 4.125% Senior Note due 2038.
4.69 (aaa)
Form of 4.500% Senior Note due 2046.
4.70 (aaa)
Officers' Certificate, dated May 9, 2025, with respect to the 4.500% Senior Note due 2046.
4.71 (aaa)
Agency Agreement, dated as of May 9, 2025, by and between Booking Holdings Inc., as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee.
4.72 (bbb)
Form of 3.000% Senior Note due 2030.
4.73 (bbb)
Officers' Certificate, dated November 7, 2025, with respect to the 3.000% Senior Note due 2030.
4.74 (bbb)
Form of 3.625% Senior Note due 2035.
4.75 (bbb)
Officers' Certificate, dated November 7, 2025, with respect to the 3.625% Senior Note due 2035.
4.76 (bbb)
Agency Agreement, dated as of November 7, 2025, by and between Booking Holdings Inc., as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee.
4.77
Description of the Company's 3.125% Senior Notes due 2031 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.78
Description of the Company's 4.125% Senior Notes due 2038 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.79
Description of the Company's 4.500% Senior Notes due 2046 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.80
Description of the Company's 3.000% Senior Notes due 2030 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.81
Description of the Company's 3.625% Senior Notes due 2035 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10.1 (b)+
Booking Holdings Inc. 1999 Omnibus Plan (as amended and restated effective June 3, 2021).
10.2 (m)+
Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan to non-employee directors.
10.3 (aa)+
Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan.

10.4 (bb)+
Form of Performance Share Unit Agreement under the Company's 1999 Omnibus Plan.
10.5 (n)+
Amended and Restated KAYAK Software Corporation 2012 Equity Incentive Plan.
10.6 (n)+
OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan.
10.7 (o)+
Buuteeq, Inc. Amended and Restated 2010 Stock Plan.
10.8 (p)+
Amended and Restated Rocket Travel, Inc. 2012 Stock Incentive Plan.

10.9 (p)+
Amended and Restated Annual Bonus Plan.
10.10 (q)+
Form of Non-Competition and Non-Solicitation Agreement.
10.11 (r)+
Second Amended and Restated Employment Agreement, dated April 21, 2015, by and between the Company and Peter J. Millones.
10.12 (s)+
Employment Agreement, dated December 15, 2016, by and between the Company and Glenn D. Fogel.
10.13 (s)+
Non-Competition and Non-Solicitation Agreement, dated December 15, 2016, by and between the Company and Glenn D. Fogel.
10.14 (s)+
Employee Confidentiality and Assignment Agreement, dated December 15, 2016, by and between the Company and Glenn D. Fogel.
10.15 (t)+
Employment Agreement, dated January 19, 2018, between the Company and David I. Goulden.
10.16 (t)+
Non-Competition and Non-Solicitation Agreement, dated March 1, 2018, between the Company and David I. Goulden.
10.17 (t)+
Employee Confidentiality and Assignment Agreement, dated January 19, 2018, between the Company and David I. Goulden.
10.18 (u)
Credit Agreement, dated as of August 14, 2019, among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.19 (gg)+
Letter Agreement, dated October 24, 2019, by and between the Company and Glenn D. Fogel.
10.20 (v)+
Form of Employee Confidentiality and Assignment Agreement.
10.21 (w)
Amendment No. 1, dated as of April 7, 2020, to the Credit Agreement, dated as of August 14, 2019, by and among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
10.22 (y)
Amendment No. 2, dated as of October 28, 2020, to the Credit Agreement, dated as of August 14, 2019, by and among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
10.23 (cc)+
Letter Amendment to 2018 PSU Award and 2019 PSU Award Agreements with Glenn D. Fogel dated January 28, 2021.
10.24 (cc)+
Letter Amendment to 2018 PSU Award and 2019 PSU Award Agreements with David I. Goulden dated January 28, 2021.

42

Exhibit Number Description
10.25 (cc)+
Letter Amendment to 2018 PSU Award and 2019 PSU Award Agreements with Peter J. Millones dated January 28, 2021.
10.26 (dd)+
Letter Agreement, dated July 31, 2021, by and between the Company and Paulo Pisano.
10.27 (ee)
Amendment No. 3, dated as of December 22, 2021, to the Credit Agreement, dated as of August 14, 2019, by and among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
10.28 (hh)
Agreement for the Sale and Purchase of the Booking Campus in Amsterdam, the Netherlands, dated as of December 14, 2022, by and among Booking.com Real Estate Amsterdam B.V., as the Seller, D-IE WIIS Oosterdok Coöperatief U.A., as the Purchaser, and Booking.com Holding B.V., as the Guarantor.
10.29 (kk)
Amendment No. 4, dated as of January 6, 2023, to the Credit Agreement, dated as of August 14, 2019, by and among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
10.30 (ll)+
Form of Performance Share Unit Agreement under the Company's 1999 Omnibus Plan.
10.31 (ll)+
Form of Restricted Stock Unit Agreement under the Company's 1999 Omnibus Plan.
10.32 (ll)+
Letter Agreement, dated February 23, 2023, by and between the Company and David I. Goulden.
10.33 (mm)*
Credit Agreement, dated as of May 17, 2023, among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent.
10.34 (nn)+
Employment Agreement, dated December 4, 2019, by and between Booking.com International BV and Paulo Pisano.
10.35 (oo)+
Description of Termination Pay Policy, effective as of April 5, 2023.
10.36 (pp)+
Employment Agreement, dated December 1, 2023, by and between the Company and Ewout Steenbergen.
10.37 (pp)+
Form of Restricted Stock Unit Agreement under the Company's 1999 Omnibus Plan.
10.38 (pp)+
Non-Competition and Non-Solicitation Agreement, dated December 1, 2023, by and between the Company and Ewout L. Steenbergen.
10.39 (pp)+
Employee Confidentiality and Assignment Agreement, dated December 4, 2023, by and between the Company and Ewout L. Steenbergen.
10.40 (uu)+
Letter Agreement Amendment, dated January 18, 2024 by and between the Company and David I. Goulden.
10.41 (vv)+
Letter Agreement Amendment, dated April 4, 2024 by and between the Company and David I. Goulden.
10.42 (ww)+
Additional Letter Agreement, dated December 18, 2024, by and between the Company and David I. Goulden.
10.43 (ccc)+
Supervisory Board Agreement, dated as of February 24, 2025.
19.1 (zz)
Booking Holdings Inc. Insider Trading Policies and Procedures
21.1
List of Subsidiaries.
23.1
Consent of Deloitte & Touche LLP.
24.1
Power of Attorney (included in the Signature Page).
31.1
Certification of Glenn D. Fogel, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Ewout L. Steenbergen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 (qq)
Certification of Glenn D. Fogel, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
32.2 (qq)
Certification of Ewout L. Steenbergen, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
97.1 (rr)
Booking Holdings Inc. Financial Restatement Recovery Policy.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
104 Cover Page Interactive Data File - the cover page from this Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included in Exhibit 101).

____________________________
+    Indicates a management contract or compensatory plan or arrangement.
*    Schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules or similar attachments upon request by the Securities and Exchange Commission.

(a) Previously filed as an exhibit to the Current Report on Form 8-K filed on February 21, 2018 (File No. 1-36691).
(b) Previously filed as an exhibit to the Current Report on Form 8-K filed on June 4, 2021 (File No. 1-36691).
(c) Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-1 filed on March 18, 1999 (File No. 333-69657).
(d) Previously filed as an exhibit to the Current Report on Form 8-K filed on November 25, 2015 (File No. 1-36691).

43

(e) Previously filed as an exhibit to the Registration Statement on Form S-3 filed on August 8, 2017 (File No. 333-219800).
(f) Previously filed as an exhibit to the Current Report on Form 8-K filed on March 2, 2015 (File No. 1-36691).
(g) Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2015 (File No. 1-36691).
(h) Previously filed as an exhibit to the Current Report on Form 8-K filed on March 12, 2015 (File No. 1-36691).
(i) Previously filed as an exhibit to the Current Report on Form 8-K filed on March 13, 2015 (File No. 1-36691).
(j) Previously filed as an exhibit to the Current Report on Form 8-K filed on May 23, 2016 (File No. 1-36691).
(k) Previously filed as an exhibit to our Current Report on Form 8-K filed on August 15, 2017 (File No. 1-36691).
(l) Previously filed as an exhibit to our Current Report on Form 8-K filed on March 8, 2021 (File No. 1-36691).

(m) Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 9, 2011 (File No. 0-25581).
(n) Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 3, 2017 (File No. 1-36691).
(o) Previously filed as an exhibit to the Registration Statement on Form S-8 filed on June 13, 2014 (File No. 333-196756).

(p) Previously filed as an exhibit to the Annual Report on Form 10-K filed for the year ended December 31, 2015 (File No. 1-36691).

(q) Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2013 (File No. 0-25581).
(r) Previously filed as an exhibit to our Current Report on Form 8-K filed on April 24, 2015 (File No. 1-36691).
(s) Previously filed as an exhibit to the Current Report on Form 8-K filed on December 16, 2016 (File No. 1-36691).
(t) Previously filed as an exhibit to the Current Report on Form 8-K filed on January 22, 2018 (File No. 1-36691).
(u) Previously filed as an exhibit to the Current Report on Form 8-K filed on August 14, 2019 (File No. 1-36691).
(v) Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on May 9, 2019 (File No. 1-36691).
(w) Previously filed as an exhibit to the Current Report on Form 8-K filed on April 8, 2020 (File No. 1-36691).
(x) Previously filed as an exhibit to the Current Report on Form 8-K filed on April 14, 2020 (File No. 1-36691).

(y) Previously filed as an exhibit to the Current Report on Form 8-K filed on October 30, 2020 (File No. 1-36691).
(z) Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 26, 2020 (File No. 1-36691).
(aa) Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on May 7, 2020 (File No. 1-36691)
(bb) Previously filed as an exhibit to the Current Report on Form 8-K filed on July 17, 2020 (File No. 1-36691)
(cc) Previously filed as an exhibit to the Current Report on Form 8-K filed on January 29, 2021 (File No. 1-36691)
(dd) Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on November 3, 2021 (File No. 1-36691)
(ee) Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 23, 2022 (File No. 1-36691).
(ff) Previously filed as an exhibit to the Current Report on Form 8-K filed on November 15, 2022 (File No. 1-36691).
(gg) Previously filed as an exhibit to the Current Report on Form 8-K filed on October 25, 2019 (File No. 1-36691).
(hh) Previously filed as an exhibit to the Current Report on Form 8-K filed on December 19, 2022 (File No. 1-36691).
(ii) Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 23, 2023 (File No. 1-36691).
(jj) Previously filed as an exhibit to the Current Report on Form 8-K filed on May 12, 2023 (File No. 1-36691).
(kk) Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on May 4, 2023 (File No. 1-36691).
(ll) Previously filed as an exhibit to the Current Report on Form 8-K filed on February 23, 2023 (File No. 1-36691).
(mm) Previously filed as an exhibit to the Current Report on Form 8-K filed on May 19, 2023 (File No. 1-36691).
(nn) Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on August 3, 2023 (File No. 1-36691).
(oo) Previously filed as an exhibit to the Current Report on Form 8-K filed on April 11, 2023 (File No. 1-36691).
(pp) Previously filed as an exhibit to the Current Report on Form 8-K filed on December 13, 2023 (File No. 1-36691).
(qq) This document is being furnished in accordance with SEC Release Nos. 33‑8212 and 34‑47551.
(rr) Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 22, 2024 (File No. 1-36691).
(ss) Previously filed as an exhibit to the Current Report on Form 8-K filed on March 1, 2024 (File No. 1-36691).
(tt) Previously filed as an exhibit to the Current Report on Form 8-K filed on November 21, 2024 (File No. 1-36691).
(uu) Previously filed as an exhibit to the Current Report on Form 8-K filed on January 19, 2024 (File No. 1-36691).
(vv) Previously filed as an exhibit to the Current Report on Form 8-K filed on April 5, 2024 (File No. 1-36691).
(ww) Previously filed as an exhibit to the Current Report on Form 8-K filed on December 18, 2024 (File No. 1-36691)
(xx) Previously filed as an exhibit to the Current Report on Form 8-K filed on April 22, 2024 (File No. 1-36691).
(yy) Previously filed as an exhibit to the Current Report on Form 8-K filed on October 17, 2025 (File No. 1-36691).
(zz) Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 20, 2025 (File No. 1-36691).
(aaa) Previously filed as an exhibit to the Current Report on Form 8-K filed on May 9, 2025 (File No. 1-36691).
(bbb) Previously filed as an exhibit to the Current Report on Form 8-K filed on November 7, 2025 (File No. 1-36691).
(ccc) Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on April 29, 2025 (File No. 1-36691).

44

Item 16. Form 10-K Summary.

None.

45

Signatures
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

  BOOKING HOLDINGS INC.
     
  By: /s/ Glenn D. Fogel
    Name: Glenn D. Fogel
    Title: Chief Executive Officer and President
    Date: February 18, 2026

 
Power of Attorney
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glenn D. Fogel, Ewout L. Steenbergen, and Peter J. Millones, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully and for all intents and purposes as he or she might do or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
46

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 

Signature Title Date
 
 
/s/ Robert J. Mylod Jr. Director, Chair of the Board February 18, 2026
Robert J. Mylod Jr.

/s/ Glenn D. Fogel Director, Chief Executive Officer and President February 18, 2026
Glenn D. Fogel  
 
/s/ Ewout L. Steenbergen Executive Vice President and Chief Financial February 18, 2026
Ewout L. Steenbergen Officer (Principal Financial Officer)

/s/ Susana D'Emic Chief Accounting Officer and Controller February 18, 2026
Susana D'Emic (Principal Accounting Officer)

/s/ Mirian Graddick-Weir Director   February 18, 2026
Mirian Graddick-Weir    
   
/s/ Kelly Grier Director February 18, 2026
Kelly Grier

 
/s/ Charles H. Noski Director   February 18, 2026
Charles H. Noski      
   
/s/ Larry Quinlan Director   February 18, 2026
Larry Quinlan    

/s/ Lynn Radakovich Director February 18, 2026
Lynn Radakovich

/s/ Nicholas J. Read Director February 18, 2026
Nicholas J. Read

/s/ Thomas E. Rothman Director February 18, 2026
Thomas E. Rothman

/s/ Sumit Singh Director February 18, 2026
Sumit Singh

/s/ Vanessa A. Wittman Director February 18, 2026
Vanessa A. Wittman
    

47

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

  Page No.
   
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 )
49

 
Consolidated Balance Sheets at December 31, 2025 and 2024
52

 
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
53

 
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
54

Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2025, 2024, and 2023
55

 
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
56

 
Notes to Consolidated Financial Statements 57

48

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Booking Holdings Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in stockholders' deficit, and cash flows, for each of the three years in the period ended December 31, 2025 , and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenues - Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allow travelers to book travel reservations with travel service providers through the Company's platforms. Revenues consist of a significant volume of low-dollar transactions utilizing multiple custom systems.
We identified revenues as a critical audit matter as the majority of the processes to calculate and record revenue are highly automated, rely on a number of custom systems, and involve interfacing significant volumes of data across multiple systems. Given the complex information technology (IT) environment, this required the involvement of professionals with expertise in IT to identify, test, and evaluate the revenue data flows, the revenue systems and the automated controls.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company's revenue transactions included the following, among others:
• With the assistance of our IT specialists, we:
– Identified the systems used to calculate and record revenue transactions.
– Tested the general IT controls over each of these systems, including testing of user access controls, change management controls, and IT operations controls.
– Performed testing of system interface controls and automated controls within the relevant revenue streams.
• We tested business process controls to reconcile the various systems to the Company's general ledgers.
49

• We performed detail transaction testing by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the recorded revenue.
Goodwill and Intangible assets – KAYAK reporting unit and asset group – Refer to Notes 2 and 11 to the financial statements
Critical Audit Matter Description
For the KAYAK reporting unit's goodwill, the Company recognized an impairment charge of $180 million for the three months ended September 30, 2025, resulting in an adjusted carrying value of $203 million at September 30, 2025. In addition, for the KAYAK asset group's intangible assets (trade names and supply and distribution agreements), the Company recognized an impairment charge of $277 million for the three months ended September 30, 2025.
The estimated fair value of the KAYAK reporting unit was determined using a combination of standard valuation techniques, including an income approach (discounted cash flow) and a market approach (applying comparable company multiples). The income approach estimates fair value utilizing a long-term growth rate and discount rate applied to the cash flow projections. The market approach estimates value using prices and other relevant information generated by market transactions involving comparable publicly-traded companies, including the use of the earnings before interest, taxes, depreciation and amortization (EBITDA) multiple.
The fair values of KAYAK's trade names and supply and distribution agreements were estimated using an income approach. The key unobservable inputs used for these intangible assets include a royalty rate, distributor margin, and supplier attrition rate and the useful lives of the trade names.
We identified goodwill and intangible assets for the KAYAK reporting unit and asset group as a critical audit matter given the significant judgments made by management to estimate the fair value of the KAYAK reporting unit and the KAYAK intangible assets. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to the selection of the discount rates, long-term growth rate, EBITDA multiple, royalty rate (collectively the "valuation assumptions"), and forecasts of future revenues and operating margins, specifically due to the sensitivity of KAYAK's operations due to its meta-search business being impacted by expected increases in customer acquisition costs.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecasts of future revenues and operating margins and the selection of the valuation assumptions for the KAYAK reporting unit and asset group's intangible assets included the following, among others:
• We tested the effectiveness of controls over the KAYAK reporting unit and asset group's intangible assets valuations, including those over the forecasts of future revenues and operating margins and the selection of the valuation assumptions.
• We evaluated management's ability to accurately forecast future revenues and operating margins by comparing actual results in previous years to management's historical forecasts.
• We evaluated the reasonableness of management's forecasts of future revenues and operating margins by comparing management's forecasts with:
– Historical revenues and operating margins.
– Internal communications to management and the Board of Directors.
– Forecasted information in industry reports and certain of the Company's peer companies.
• We considered the impact of industry and market conditions on management's forecasts of future revenues and operating margins.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation assumptions including the discount rate, long-term growth rate, EBITDA multiple and royalty rate, by testing the underlying source information, the mathematical accuracy of the calculations, and, for the discount rate, developing a range of independent estimates and comparing them to those selected by management.
• With respect to the KAYAK reporting unit valuation, we evaluated the reasonableness of management's forecasts of future revenues and operating margins and discount rate utilized in the income approach fair value calculation by comparing the income approach fair value to the market approach fair value.

/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
February 18, 2026
We have served as the Company's auditor since 1997.
50

51

Booking Holdings Inc.
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
 

  December 31,
  2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 17,203   $ 16,164  

Accounts receivable, net (Allowance for expected credit losses of $ 137 and $ 146 , respectively)
3,820   3,199  
Prepaid expenses, net 611   587  
Other current assets 630   541  
Total current assets 22,264   20,491  
Property and equipment, net 807   832  
Operating lease assets 632   559  
Intangible assets, net 918   1,382  
Goodwill 2,669   2,799  
Long-term investments 582   536  
Other assets, net 1,392   1,109  
Total assets $ 29,264   $ 27,708  
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 5,094   $ 3,824  
Accrued expenses and other current liabilities 4,454   6,047  
Deferred merchant bookings 5,270   4,031  
Short-term debt 1,880   1,745  
Total current liabilities 16,698   15,647  
Deferred income taxes 17   289  
Operating lease liabilities 557   483  
Long-term U.S. transition tax liability —   257  
Other long-term liabilities 714   199  
Long-term debt 16,856   14,853  
Total liabilities 34,842   31,728  
Commitments and contingencies (see Note 16)

Stockholders' deficit:
Common stock, $ 0.008 par value,
Authorized shares: 1,000,000,000
Issued shares: 64,521,154 and 64,276,130 , respectively
1   —  
Treasury stock: 32,627,042 and 31,329,265 shares, respectively
( 54,315 ) ( 47,877 )
Additional paid-in capital 8,356   7,707  
Retained earnings 40,670   36,525  
Accumulated other comprehensive loss ( 290 ) ( 375 )
Total stockholders' deficit ( 5,578 ) ( 4,020 )
Total liabilities and stockholders' deficit $ 29,264   $ 27,708  

See Notes to Consolidated Financial Statements.
52

Booking Holdings Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
 

Year Ended December 31,
2025 2024 2023
Merchant revenues $ 17,755   $ 14,142   $ 10,936  
Agency revenues 7,968   8,524   9,414  
Advertising and other revenues 1,194   1,073   1,015  
Total revenues 26,917   23,739   21,365  
Operating expenses:    
Marketing expenses 8,186   7,278   6,773  
Sales and other expenses 3,453   3,120   2,744  
Personnel, including stock-based compensation of $ 613 , $ 599 , and $ 530 , respectively
3,403   3,354   3,294  
General and administrative 857   1,036   1,560  
Information technology 908   771   655  
Depreciation and amortization 623   591   504  
Impairment 457   —   —  
Transformation costs 205   34   —  

Total operating expenses 18,092   16,184   15,530  
Operating income 8,825   7,555   5,835  

Interest expense ( 1,617 ) ( 1,295 ) ( 897 )
Interest and dividend income 921   1,114   1,020  
Other income (expense), net ( 1,297 ) ( 82 ) ( 477 )

Income before income taxes 6,832   7,292   5,481  
Income tax expense 1,428   1,410   1,192  
Net income $ 5,404   $ 5,882   $ 4,289  

Net income applicable to common stockholders per basic common share $ 166.52   $ 174.96   $ 118.67  
Weighted-average number of basic common shares outstanding (in 000's) 32,452   33,622   36,140  
Net income applicable to common stockholders per diluted common share $ 165.57   $ 172.69   $ 117.40  
Weighted-average number of diluted common shares outstanding (in 000's) 32,639   34,064   36,530  
    
See Notes to Consolidated Financial Statements.

53

Booking Holdings Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)

Year Ended December 31,
2025 2024 2023
Net income $ 5,404   $ 5,882   $ 4,289  

Other comprehensive income (loss), net of tax (1)
85   ( 52 ) ( 56 )
Comprehensive income $ 5,489   $ 5,830   $ 4,233  

(1)     Primarily consists of foreign currency translation adjustments (see Note 14).

See Notes to Consolidated Financial Statements.

54

Booking Holdings Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, and 2023
(In millions, except share data)

  Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss  Total
  Shares
(in 000's) Amount Shares
(in 000's) Amount
Balance, December 31, 2022 63,781   $ —   ( 25,918 ) $ ( 30,983 ) $ 6,491   $ 27,541   $ ( 267 ) $ 2,782  

Net income —  —  —  —  —  4,289   —  4,289  

Other comprehensive loss, net of tax —  —  —  —  —  —  ( 56 ) ( 56 )

Exercise of stock options and vesting of restricted stock units and performance share units 267   —  —  —  134   —  —  134  
Stock-based compensation —  —  —  —  550   —  —  550  
Repurchase of common stock —  —  ( 3,732 ) ( 10,443 ) —  —  —  ( 10,443 )

Balance, December 31, 2023 64,048   $ —   ( 29,650 ) $ ( 41,426 ) $ 7,175   $ 31,830   $ ( 323 ) $ ( 2,744 )

Net income —  —  —  —  —  5,882   —  5,882  

Other comprehensive loss, net of tax —  —  —  —  —  —  ( 52 ) ( 52 )

Conversion of debt —  —  —  —  ( 102 ) —  —  ( 102 )
Exercise of stock options and vesting of restricted stock units and performance share units 228   —  —  —  14   —  —  14  
Stock-based compensation —  —  —  —  620   —  —  620  
Repurchase of common stock —  —  ( 1,679 ) ( 6,451 ) —  —  —  ( 6,451 )
Dividends —  —  —  —  —  ( 1,187 ) —  ( 1,187 )

Balance, December 31, 2024 64,276   $ —   ( 31,329 ) $ ( 47,877 ) $ 7,707   $ 36,525   $ ( 375 ) $ ( 4,020 )

Net income —  —  —  —  —  5,404   —  5,404  

Other comprehensive income, net of tax —  —  —  —  —  —  85   85  

Exercise of stock options and vesting of restricted stock units and performance share units 245   1   —  —  15   —  —  16  
Stock-based compensation —  —  —  —  634   —  —  634  
Repurchase of common stock —  —  ( 1,298 ) ( 6,438 ) —  —  —  ( 6,438 )
Dividends —  —  —  —  —  ( 1,259 ) —  ( 1,259 )

Balance, December 31, 2025 64,521   $ 1   ( 32,627 ) $ ( 54,315 ) $ 8,356   $ 40,670   $ ( 290 ) $ ( 5,578 )
 

See Notes to Consolidated Financial Statements.
55

Booking Holdings Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

  Year Ended December 31,
  2025 2024 2023
OPERATING ACTIVITIES:
Net income $ 5,404   $ 5,882   $ 4,289  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 623   591   504  
Provision for expected credit losses and chargebacks 416   412   330  
Deferred income taxes ( 516 ) 98   ( 478 )
Net (gains) losses on equity securities ( 46 ) ( 63 ) 131  
Stock-based compensation expense 617   599   530  
Operating lease amortization 145   160   161  

Unrealized foreign currency transaction losses (gains) related to Euro-denominated debt 1,428   ( 526 ) 163  
Impairment 457   —   —  

Amortization of debt discount and change in fair value of the conversion option related to the convertible senior notes 360   796   —  

Other ( 14 ) 7   5  
Changes in assets and liabilities:      
Accounts receivable ( 730 ) ( 506 ) ( 1,330 )
Prepaid expenses and other current assets 100   ( 12 ) 155  
Deferred merchant bookings and other current liabilities 796   1,361   2,742  

Other 369   ( 476 ) 142  
Net cash provided by operating activities 9,409   8,323   7,344  
INVESTING ACTIVITIES:
Purchase of investments —   ( 33 ) ( 12 )
Proceeds from sale and maturity of investments —   590   1,840  
Additions to property and equipment ( 322 ) ( 429 ) ( 345 )

Other investing activities 9   1   3  
Net cash (used in) provided by investing activities ( 313 ) 129   1,486  
FINANCING ACTIVITIES:

Proceeds from the issuance of long-term debt 3,681   4,836   1,893  

Payments on maturity, redemption, and conversion of debt ( 4,970 ) ( 1,312 ) ( 500 )
Payments for repurchase of common stock ( 6,440 ) ( 6,509 ) ( 10,377 )

Dividends paid ( 1,248 ) ( 1,174 ) —  
Proceeds from exercise of stock options 15   14   134  
Other financing activities 47   ( 59 ) ( 59 )
Net cash used in financing activities ( 8,915 ) ( 4,204 ) ( 8,909 )
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents 895   ( 190 ) ( 37 )
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 1,076   4,058   ( 116 )
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period 16,193   12,135   12,251  
Total cash and cash equivalents and restricted cash and cash equivalents, end of period $ 17,269   $ 16,193   $ 12,135  

    
See Notes to Consolidated Financial Statements.
56

Booking Holdings Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

1.     BUSINESS DESCRIPTION
 
Booking Holdings Inc. ("Booking Holdings" or the "Company") seeks to make it easier for everyone to experience the world by providing consumers, travel service providers, and restaurants with leading travel and restaurant online reservation and related services. The Company offers its services through five primary consumer-facing brands: Booking.com, Priceline, Agoda, KAYAK, and OpenTable, which allow consumers to: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels, and other alternative and traditional accommodations properties) and a flight to their destinations; make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a vacation package, tour, activity, or cruise. Consumers can also use the Company's meta-search services to easily compare travel reservation information, such as flight, hotel, and rental car reservations from hundreds of online travel platforms at once. In addition, the Company offers other services to consumers, travel service providers and restaurants, such as travel-related insurance products and restaurant management services .

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation  
The Company's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ significantly from those estimates. The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, the valuation of goodwill and other long-lived tangible and intangible assets, the valuation of investments in private entities, income taxes, contingencies, stock-based compensation, the allowance for expected credit losses (also referred to as provision for bad debts or provision for uncollectible accounts), chargeback provisions, and the accrual of obligations for consumer incentive programs.

Fair Value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
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.
 
Cash and Cash Equivalents
Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. See Note 19 for information related to restricted cash and cash equivalents.

Investments
Equity Securities
Equity securities are reported as "Long-term investments" in the Consolidated Balance Sheets and include equity investments with readily determinable fair values and equity investments without readily determinable fair values. Equity investments with readily determinable fair values are reported at estimated fair value with changes in fair value recognized in "Other income (expense), net" in the Consolidated Statements of Operations. The Company holds investments in equity securities of private entities, over which the Company does not have the ability to exercise significant influence or control. These investments, which do not have readily determinable fair values, are measured at cost less impairment, if any. Such investments are also required to be measured at fair value as of the date of certain observable transactions for the identical or a similar investment of the same issuer.

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Debt Securities
The Company classifies its investments in debt securities as available-for-sale securities and the aggregate unrealized gains and losses, if any, on available-for-sale debt securities, net of tax, are included in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets.

Accounts Receivable from Customers and Allowance for Expected Credit Losses
Accounts receivable is reported net of expected credit losses. The Company estimates lifetime expected credit losses upon recognition of the financial assets. The Company identifies the relevant risk characteristics of its customers and the related receivables and prepayments, which include the following: size, type (alternative accommodations vs. hotels) or geographic location of the customer, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, the nature of competition, and industry-specific factors that could impact the Company's receivables. Additionally, external data and macroeconomic conditions are considered. This is assessed at each balance sheet date based on the Company's specific facts and circumstances.

Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the lease term related to leasehold improvements, whichever is shorter.

Website Costs and Internal-use Software
Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces, and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.

Cloud Computing Arrangements
The Company utilizes various third-party computer systems and third-party service providers, including global distribution systems and computerized central reservation systems of the accommodation, rental car, and airline industries in connection with providing some of its services. The Company uses both internally-developed systems and third-party systems to operate its services, including transaction processing, order management, and financial and accounting systems. Implementation costs incurred in a hosting arrangement that is a service contract are capitalized and amortized over the term of the hosting arrangement. The capitalized implementation costs are reported as "Prepaid expenses, net" or "Other assets, net" in the Company's Consolidated Balance Sheets, as appropriate. The related amortization expenses are reported in "Information technology" expenses in the Company's Consolidated Statements of Operations.

Leases
The Company determines if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or finance lease and records a lease asset and a lease liability upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The Company has operating leases for office space and data centers. For office space and data centers, the Company has elected to combine the fixed payments to lease the asset and any fixed non-lease payments (such as maintenance or utility charges) when determining its lease payments. The Company's finance leases are mainly for computer equipment.

The Company uses its incremental borrowing rate as its discount rate to determine the present value of its remaining lease payments to calculate its lease assets and lease liabilities because the rate implicit in the lease is not readily determinable. The incremental borrowing rate approximates the rate the Company would pay to borrow in the currency of the lease payments on a collateralized basis for the weighted-average life of the lease. Operating lease assets also include any prepaid lease payments and lease incentives received prior to lease commencement.

The Company recognizes operating lease costs and the amortization of finance lease assets on a straight-line basis over the lease term. The interest component of a finance lease is recognized using the effective interest method over the lease term. Certain of the Company's lease agreements include rent payments which are adjusted periodically based on an index or rate. Any change in payments due to such adjustments are recognized as variable lease expense as they are incurred. Variable lease expense also includes costs for property taxes, insurance, and services provided by the lessor which are charged based on usage or performance (such as maintenance or utility charges).

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Most leases have one or more options to renew beyond their initial term. The exercise of renewal options, mainly for office space and data centers, is at the Company's discretion and are included in the determination of the lease term for accounting purposes if they are reasonably certain to be exercised .

Goodwill and Intangible Assets
The Company accounts for acquired businesses using the acquisition method of accounting. The consideration transferred is allocated to the assets acquired and liabilities assumed based on their respective values at the acquisition date. The excess of the consideration transferred over the net of the amounts allocated to the identifiable assets acquired and liabilities assumed is recognized as goodwill. The Company generally recognizes and measures contract assets and contract liabilities in a business combination at amounts consistent with those recorded by the acquired business.

Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination. Goodwill is not subject to amortization and is tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company tests goodwill at a reporting unit level. The fair value of the reporting unit is compared to its carrying value, including goodwill. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples of comparable publicly traded companies) and based on market participant assumptions. A goodwill impairment loss is measured at the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives.

Impairment of Long-lived Assets
The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group. The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants.

Foreign Currency Translation
The functional currency of the Company's subsidiaries is generally the respective local currency. For operations outside of the U.S., assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of "Accumulated other comprehensive loss" in the Company's Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations.

Derivatives
As a result of the Company's operations outside of the U.S., it is exposed to various market risks that may affect its consolidated results of operations, cash flows, and financial position. These market risks include, but are not limited to, fluctuations in foreign currency exchange rates. For the Company's operations outside of the U.S., the primary foreign currency exposures are in Euros and British Pounds Sterling, the currencies in which the Company conducts a significant portion of its business activities. As a result, the Company faces exposure to adverse movements in foreign currency exchange rates as the financial results of its operations outside of the U.S. are translated from local currencies into U.S. Dollars upon consolidation. Additionally, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency of an entity result in gains and losses that are reflected in net income.
 
The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities, even though it does not elect to apply hedge accounting or hedge accounting does not apply. These contracts are generally short-term in duration. Certain of the Company's derivative instruments have master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations. The Company regularly reviews its credit exposure and assesses the creditworthiness of its counterparties. The Company reports the fair value of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair value of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and are classified within "Net cash provided by operating activities" or "Net cash used in financing activities," as appropriate, in the Consolidated Statements of Cash Flows. See Note 6 for additional information related to these derivative instruments.

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Contractual terms of debt arrangements, including embedded features such as conversion options, are evaluated and reassessed at each balance sheet date to determine whether they must be accounted for separately from the debt contract as derivative instruments under Accounting Standards Codification ("ASC") 815, Derivatives and Hedging . Embedded derivatives are measured at fair value, with changes in fair value recognized in the Consolidated Statements of Operations.

Non-derivative Instrument Designated as Net Investment Hedge
The foreign currency transaction gains or losses on the Company's Euro-denominated debt are measured based upon changes in spot rates. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statements of Operations. See Notes 12 and 14 for additional information related to the net investment hedge.

Revenue Recognition
Online travel reservation services
Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel service providers through the Company's platforms. While the Company generally refers to a consumer that books travel reservation services on the Company's platforms as its customer, for accounting purposes, the Company's customers are the travel service providers and, in certain merchant transactions, the travelers. The Company's contracts with travel service providers give them the ability to market their reservation availability without transferring to the Company the responsibility to deliver the travel services. Therefore, the Company's revenues are presented on a net basis in the Consolidated Statements of Operations. These contracts include payment terms and establish the consideration to which the Company is entitled, which includes either a commission or a margin on the travel transaction. Revenue is measured based on the expected consideration specified in the contract with the travel service provider, considering the effects of factors such as discounts and other sales incentives. Estimates for sales incentives are based on historical experience, current trends, and forecasts, as applicable. Local occupancy taxes, general excise taxes, value-added taxes, sales taxes, and other similar taxes ("travel transaction taxes"), if any, collected from travelers are reported on a net basis in revenues in the Consolidated Statements of Operations.

Revenues for online travel reservation services are recognized at a point in time when the Company has completed its post-booking services and the travelers begin using the arranged travel services. These revenues are classified into two categories:
• Merchant revenues are derived from travel-related transactions where the Company facilitates payments from travelers for the services provided, generally at the time of booking. These include transactions where travelers book accommodation, rental car, airline reservations, and other travel related services. 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) in connection with the Company's merchant reservation services; revenues from facilitating payments, such as credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues.
• Agency revenues are derived from the Company's commissions on travel-related transactions where the Company does not facilitate payments from travelers for the services provided.

Advertising and Other Revenues
Advertising and other revenues are derived primarily from revenues earned by KAYAK and OpenTable. KAYAK recognizes revenue primarily by sending referrals to online travel companies ("OTCs") and travel service providers and from advertising placements on its platforms. Revenue related to referrals is recognized when a consumer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a consumer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes revenues for restaurant reservation services (fees paid by restaurants when diners are seated through its online reservation service) and subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided. In addition, the Company's other brands generate revenues from advertising placements on their platforms.

Consumer Incentive Programs
The Company provides various consumer incentive programs such as referral bonuses, rebates, credits, and discounts. In addition, the Company offers loyalty programs where participating consumers may be awarded loyalty points on current transactions that can be redeemed in the future. The estimated value of the incentives granted and the loyalty points expected to be redeemed is generally recognized as a reduction of revenue at the time they are granted.

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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 revenues for its commission or margin and fees. The amounts are mostly subject to refunds for cancellations. The Company expects to complete its performance obligations generally within one year from the reservation date. The increase in the Deferred Merchant Booking balance during the year ended December 31, 2025 was principally due to the increase in business volumes.

Marketing Expenses
The Company's advertising expenses are reported in "Marketing expenses" in the Consolidated Statements of Operations. Marketing expenses consist of performance marketing expenses and brand marketing expenses. Performance marketing expenses are incurred primarily to drive customer traffic and generate bookings, consisting primarily of the costs of: (1) search engine keyword purchases; (2) affiliate programs; (3) referrals from meta-search websites; and (4) other performance-based marketing, including social media marketing. Brand marketing expenses are expenses incurred to build brand awareness over a specified time period, consisting primarily of television advertising and online video and display advertising (including the airing of the Company's television advertising online and social media channels), as well as other marketing expenses such as public relations and sponsorships. Performance and brand marketing expenses are generally recognized as incurred with the exception of advertising production costs, which are deferred and expensed the first time the advertisement is displayed or broadcast.

Sales and Other Expenses
Sales and other expenses are generally variable in nature and consist primarily of: (1) credit card and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center and other customer services; (3) digital services taxes and other similar taxes (4) chargeback provisions and fraud prevention expenses associated with merchant transactions; (5) provisions for expected credit losses, mostly related to accommodation commission receivables; and (6) customer relations costs.

Personnel Expenses
Personnel expenses consist of compensation to the Company's personnel, including salaries, bonuses, and stock-based compensation, payroll taxes, and employee health and other benefits.

Stock-Based Compensation
Stock-based compensation expense related to performance share units, restricted stock units and stock options is recognized based on fair value on a straight-line basis over the respective requisite service periods and forfeitures are accounted for when they occur. The fair value on the grant date of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock. For performance share units with market conditions, the effect of the market condition is also considered in the determination of fair value on the grant date using Monte Carlo simulations. The fair value of employee stock options is determined using the Black-Scholes model.

The Company records stock-based compensation expense for performance-based awards using its estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets or performance goals, as applicable). The Company periodically adjusts the cumulative stock-based compensation expense recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable.
 
The benefits of tax deductions in excess of recognized compensation costs are recognized in the Consolidated Statements of Operations as a discrete item when an option exercise or a vesting and release of shares occurs. Excess tax benefits are presented as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards are presented as financing cash flows in the Consolidated Statements of Cash Flows.  

General and Administrative Expenses
General and administrative expenses consist primarily of fees for certain outside professionals, occupancy and office expenses, certain travel transaction taxes, and personnel-related expenses such as travel, relocation, recruiting, and training expenses.

Information Technology Expenses
Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) cloud computing costs and outsourced data center costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company's services.

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Restructuring and Other Exit Costs
The Company records employee severance and other termination costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712, Compensation - Nonretirement Postemployment Benefits , as applicable. For involuntary termination benefits that are not provided under the terms of an ongoing benefit arrangement, the liability for the current fair value of expected future costs associated with a management-approved restructuring plan is recognized in the period in which the plan is communicated to the employees and the plan is not expected to change significantly. For ongoing benefit arrangements, inclusive of statutory requirements, employee termination costs are accrued when the existing situation or set of circumstances indicates that an obligation has been incurred, it is probable the benefits will be paid, and the amount can be reasonably estimated. Termination benefits associated with voluntary leaver schemes are recorded when the employee irrevocably accepts the offer and the amount can be reasonably estimated.

Income Taxes 
The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. Deferred taxes are classified as non-current in the Consolidated Balance Sheets.
 
The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required.

Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change.
 
The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon audit by the tax authorities. Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement. First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits. Second, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. 

The Company accounts for taxes on global intangible low-taxed income ("GILTI") introduced by the U.S. Tax Cuts and Jobs Act (the "Tax Act") as period costs. See Note 15 for further details related to income taxes.

Contingencies
Loss contingencies (other than income tax-related contingencies) arise from actual or possible claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments or other entities. Based on the Company's assessment of loss contingencies at each balance sheet date, a loss is recorded in the financial statements if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.

For a contingency that might result in a gain, substantially all uncertainties about its realization should be resolved before it is recognized in the financial statements. Recoveries of costs and losses incurred in the past and recorded in the financial statements are recognized when the recovery is probable, reasonably estimable, and there is direct linkage to the loss event.

Reclassification
Certain amounts from prior periods have been reclassified to conform to the current period presentation.

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.

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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 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. The update is effective for annual and interim financial statements beginning with the fiscal year 2026. The Company is currently evaluating the impact of the update to the Consolidated Financial Statements, including the election of the practical expedient.

Expense Disaggregation Disclosures
In November 2024, the FASB issued an ASU that requires the Company to disclose additional information about certain expense categories in the notes to financial statements at interim and annual reporting periods. The update is effective for annual financial statements beginning with the fiscal year 2027 and interim financial statements in the fiscal year 2028 onwards. The Company is currently evaluating the impact of the update to the Consolidated Financial Statements.

3.     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.

4.     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 disability. The number of shares that ultimately vest depends on achieving certain performance metrics, performance goals, stock price increase and/or relative total shareholder return, as applicable, by the end of the performance period, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances.
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Restricted stock units and performance share units granted by the Company during the years ended December 31, 2025, 2024, and 2023 had an aggregate grant-date fair value of $ 614  million, $ 635 million, and $ 586 million, respectively. Restricted stock units and performance share units that vested during the years ended December 31, 2025, 2024, and 2023 had an aggregate fair value at vesting of $ 1.2  billion, $ 778 million, and $ 459 million, respectively. At December 31, 2025, there was $ 703  million 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 1.8 years.

The following table summarizes the activity in restricted stock units and performance share units for employees and non-employee directors during the year ended December 31, 2025: 

Restricted Stock Units Performance Share Units
Shares Weighted-average Grant-date Fair Value Shares Weighted-average Grant-date Fair Value
Unvested at December 31, 2024
278,723 $ 2,994 200,154 $ 2,779

Granted
103,419 $ 4,958 20,113 $ 5,054
Vested ( 148,431 ) $ 2,807 ( 86,213 ) $ 2,535
Performance shares adjustment (1)
24,256 $ 4,396
Forfeited ( 19,682 ) $ 3,824 ( 4,221 ) $ 2,958
Unvested at December 31, 2025
214,029 $ 3,996 154,089 $ 3,462

(1)     Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications, if any.

Stock Options

At December 31, 2025 and 2024, the Company had 5,158 and 15,689 employee stock options outstanding and exercisable, with a weighted-average exercise price of $ 1,411 per share. The aggregate intrinsic value of employee stock options exercised during the years ended December 31, 2025, 2024, and 2023 was $ 38 million, $ 24  million, and $ 124  million, respectively. No stock options were granted to the executive officers of the Company.

5.     INVESTMENTS

The following table summarizes the Company's investments by major security type:

(In millions) Cost Gross Unrealized Gains / Upward Adjustments Gross Unrealized
Losses / Downward Adjustments Carrying Value
December 31, 2025

Equity securities with readily determinable fair values $ 715   $ 11   $ ( 298 ) $ 428  
Equity securities of private entities 111   270   ( 227 ) 154  

Total long-term investments $ 826   $ 281   $ ( 525 ) $ 582  

December 31, 2024

Equity securities with readily determinable fair values $ 715   $ —   $ ( 324 ) $ 391  
Equity securities of private entities 111   259   ( 225 ) 145  

Total long-term investments $ 826   $ 259   $ ( 549 ) $ 536  

Equity securities with readily determinable fair values include the Company's investments in Grab Holdings Limited ("Grab") and DiDi Global Inc. ("DiDi"), with fair values of $ 211  million and $ 207 million, respectively, at December 31, 2025 and $ 200  million and $ 179 million, respectively, at December 31, 2024. During the year ended December 31, 2023, the Company sold its entire investment in Meituan for $ 1.7 billion, resulting in a loss of $ 149 million included in "Other income (expense), net" in the Consolidated Statement of Operations for the year ended December 31, 2023. The cost basis of the Company's investment in Meituan was $ 450  million. Equity securities with readily determinable fair values are included in "Long-term investments" in the Consolidated Balance Sheets.

The Company's investments in equity securities of private entities at December 31, 2025 and 2024, includes its investment in Yanolja Co., Ltd. ("Yanolja"). During the year ended December 31, 2023, the Company evaluated its investment in Yanolja for impairment and recognized an impairment charge of $ 24 million (see Note 6). At December 31, 2025 and 2024, the investment had an adjusted carrying value of $ 98  million.

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6.     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 information available about the investee as of the valuation date to determine fair value. The determination of the fair values of investments, where the Company is a minority shareholder and has access to limited information from the investee, reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding the investee's expected growth rates and operating margin, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables.

Derivatives

In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations. The Company mitigates these risks by following established risk management policies and procedures, including the use of derivatives. The Company enters into foreign currency exchange contracts to hedge its exposure to the impact of movements in foreign currency exchange rates on its transactional balances denominated in currencies other than the functional currency. The Company does not use derivatives for trading or speculative purposes.

The Company's derivative instruments are valued using pricing models. Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility, and foreign currency exchange rates. The valuation of derivatives is considered "Level 2" fair value measurement. The Company's derivative instruments are typically short-term in nature. The Company reports the fair values of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively.

See Note 12 for information on the embedded derivative liability related to the convertible senior notes that matured in May 2025.

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As of December 31, 2025 and 2024, the Company did not designate any derivatives as hedges for accounting purposes. Gains and losses resulting from changes in the fair values of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and cash flow impacts, if any, are classified within "Net cash provided by operating activities" or "Net cash used in financing activities," as appropriate, in the Consolidated Statements of Cash Flows.

For the Company's foreign currency exchange derivatives outstanding as of December 31, 2025 and 2024, the notional amounts of the foreign currency purchases were $ 8.9 billion and $ 8.2 billion, respectively, and the notional amounts of the foreign currency sales were $ 6.0 billion and $ 5.5 billion, respectively. The notional amount of a foreign currency exchange derivative contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheet.

The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Consolidated Statements of Operations is as follows:

Year Ended December 31,
(In millions) 2025 2024 2023
Losses on foreign currency exchange derivatives
$ ( 35 ) $ ( 156 ) $ ( 106 )

Other Financial Assets and Liabilities

At December 31, 2025 and 2024, the Company's cash consisted of bank deposits. Cash equivalents principally include money market fund investments and certificates of deposit and their carrying value generally approximates the fair value as they are readily convertible to known amounts of cash. Other financial assets and liabilities, including restricted cash, accounts payable, accrued expenses, and deferred merchant bookings, are carried at cost which approximates their fair values because of the short-term nature of these items. Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Note 12 for the estimated fair value of the Company's outstanding senior notes, including the estimated fair value of the Company's convertible senior notes.

7.     ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS
 
Accounts receivable in the Consolidated Balance Sheets at December 31, 2025 and 2024 includes receivables from customers of $ 2.1 billion and $ 2.0 billion, respectively, and receivables from payment processors and networks of $ 1.4  billion and $ 1.2 billion, respectively. The remaining balance principally relates to receivables from marketing affiliates. The Company's receivables are short-term in nature. The amounts mentioned above are stated on a gross basis, before deducting the allowance for expected credit losses. In addition, the Company had prepayments to certain accommodation travel service provider customers of $ 77  million and $ 49  million primarily included in "Prepaid expenses, net" in the Consolidated Balance Sheets at December 31, 2025 and 2024, respectively.

Significant judgments and assumptions are required to estimate the allowance for expected credit losses and such assumptions may change in future periods, particularly the assumptions related to the business prospects and financial condition of customers and marketing affiliates, including macroeconomic conditions, inflationary pressures, potential recession, and the Company's ability to collect the receivable or recover prepayments.

The following table summarizes the activity of the allowance for expected credit losses on receivables:

  Year Ended December 31,
(In millions) 2025 2024 2023
Balance, beginning of year $ 146   $ 137   $ 117  
Provision charged to earnings 195   222   169  
Write-offs and other adjustments ( 204 ) ( 213 ) ( 149 )

Balance, end of year $ 137   $ 146   $ 137  

8.     NET INCOME PER SHARE
 
The Company computes basic net income per share by dividing net income applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted-average number of common and common equivalent shares outstanding during the period. Only dilutive common equivalent shares that decrease the net income per share are included in the computation of diluted net income per share.
 
Common equivalent shares related to stock options, restricted stock units, and performance share units are calculated using the treasury stock method. Performance share units are included in the weighted-average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive. See Note 12 for information on the convertible senior notes that matured in May 2025. For periods prior to the date of the Company's irrevocable election to settle the conversion premium in cash, the Company used the if-converted method to calculate the dilutive effect of the convertible senior notes.
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A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows: 

  Year Ended December 31,
(In thousands) 2025 2024 2023
Weighted-average number of basic common shares outstanding 32,452   33,622   36,140  
Weighted-average dilutive stock options, restricted stock units, and performance share units
187   242   228  
Assumed conversion of convertible senior notes —   200   162  
Weighted-average number of diluted common and common equivalent shares outstanding 32,639   34,064   36,530  

9.     PROPERTY AND EQUIPMENT, NET
 
Property and equipment, net consist of the following:

December 31, Estimated
Useful Lives
(years)
(In millions) 2025 2024
Capitalized software $ 1,437   $ 1,249   1 to 7 years

Computer equipment 751   694   2 to 5 years

Leasehold improvements 202   216   Up to 15 years

Office equipment, furniture, and fixtures 60   65   2 to 10 years

Total 2,450   2,224    
Less: Accumulated depreciation ( 1,643 ) ( 1,392 )  
Property and equipment, net $ 807   $ 832    

Depreciation expense was $ 419 million, $ 370 million, and $ 282 million for the years ended December 31, 2025, 2024, and 2023, respectively. Additions to capitalized software during the years ended December 31, 2025, 2024, and 2023 were $ 171  million, $ 212 million, and $ 229 million, respectively.

10.     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   %

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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 lease cost
General and administrative and Information technology 78   78   82  
Finance lease cost Depreciation and amortization 26   37   28  

Other
( 2 ) 4   ( 4 )
Total lease cost
$ 274   $ 293   $ 286  

Supplemental cash flow information related to leases is as follows:

Year Ended December 31,
(In millions) 2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 174   $ 184   $ 172  

Financing cash flows from finance leases 25   36   31  
Operating lease assets obtained in exchange for new operating lease liabilities 167   75   200  

During the year ended December 31, 2023, $ 44  million of finance lease assets were obtained in exchange for new finance lease liabilities.

"Operating lease amortization" presented in the operating activities section of the Consolidated Statements of Cash Flows reflects the portion of the operating lease cost from the amortization of the operating lease assets.

As of December 31, 2025, the future lease payments for operating leases are as follows:

(In millions)
2026 $ 137  
2027 123  
2028 97  
2029 70  
2030 60  
Thereafter 305  
Total future lease payments 792  
Less: Imputed interest ( 120 )
Total operating lease liabilities $ 672  

11.     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.

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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 130  
2029 121  
2030 102  
Thereafter 293  

Impairment of Goodwill and Intangible Assets

As of September 30, 2025, the Company performed its annual goodwill impairment test. Except for the KAYAK reporting unit, the fair values of the Company's reporting units exceeded their respective carrying values.

For the KAYAK reporting unit's goodwill, the Company recognized an impairment charge of $ 180  million for the three months ended September 30, 2025, which is not tax-deductible, resulting in an adjusted carrying value of $ 203  million at September 30, 2025. In addition, for the KAYAK asset group's intangible assets (trade names and supply and distribution agreements), the Company recognized an impairment charge of $ 277  million for the three months ended September 30, 2025. The impairments were primarily driven by a reduction in the forecasted cash flows for KAYAK, reflecting its meta-search business being impacted by expected increases in customer acquisition costs. These impairment charges are recorded in " Impairment " in the Consolidated Statement of Operations.

The estimated fair value of KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flow) and a market approach (applying comparable company multiples). The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. The discount rate is determined based on the reporting unit's estimated weighted-average cost of capital and adjusted to reflect the risks inherent in its cash flows, which require significant judgments. Changes in the assumptions used for discount rates would result in directionally opposite changes in the fair value. The market approach estimates value using prices and other relevant information generated by market transactions involving comparable publicly-traded companies, including the use of the EBITDA multiple. A change in the assumption used for the EBITDA multiple would result in a directionally similar change in the fair value.

At September 30, 2025, the fair values of KAYAK's trade names and supply and distribution agreements were $ 103  million and $ 76  million, respectively, estimated using an income approach. The key unobservable inputs used for these intangible assets include royalty rates, distributor margins, and supplier attrition rates (in the range of 2 % to 5 %, as applicable) and the useful lives of the trade names ( 20 years). Significant changes in any of these inputs in isolation would result in significantly different fair value measurements. Generally, a change in the assumption used for the royalty rate, distributor margin, and expected useful life would result in a directionally similar change in the fair value and a change in the assumption used for the attrition rate would result in a directionally opposite change in the fair value.

The estimation of fair value reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding expected growth rates and operating margin, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than the judgments and estimates used to estimate fair value. Future events and changing market conditions may lead the Company to re-evaluate its current assumptions and may result in a need to recognize an additional goodwill and/or long-lived asset impairment charge that could have a material adverse effect on the Company's results of operations.
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12.     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 outstanding and $ 19 million and $ 26 million, respectively, of letters of credit issued under the revolving credit facility.

Outstanding Debt
 
Outstanding debt consists of the following: 

December 31, 2025 December 31, 2024
(In millions) Outstanding
  Principal 
Amount
Carrying
  Value (1)
Outstanding
  Principal 
Amount
Carrying
  Value (1)

3.65 % Senior Notes due March 2025 (2)
$ —   $ —   $ 500   $ 500  
0.1 % (€ 950 Million) Senior Notes due March 2025 (2)
—   —   984   984  
0.75 % Convertible Senior Notes due May 2025 (2)
—   —   784   261  
4.625 % Senior Notes due April 2030
—   —   1,500   1,494  
3.6 % Senior Notes due June 2026 (3)
1,000   1,000   1,000   999  
4.0 % (€ 750 Million) Senior Notes due November 2026 (3)
881   880   777   775  
1.8 % (€ 1 Billion) Senior Notes due March 2027
1,174   1,173   1,035   1,034  
3.55 % Senior Notes due March 2028
500   499   500   499  
0.5 % (€ 750 Million) Senior Notes due March 2028
881   879   777   774  
3.625 % (€ 500 Million) Senior Notes due November 2028
587   585   518   516  
3.5 % (€ 500 Million) Senior Notes due March 2029
587   585   518   516  
4.25 % (€ 750 Million) Senior Notes due May 2029
881   877   777   772  
3.0 % (€ 750 Million) Senior Notes due November 2030
881   876   —   —  
3.125 % (€ 500 Million) Senior Notes due May 2031
587   582   —   —  
4.5 % (€ 1 Billion) Senior Notes due November 2031
1,174   1,169   1,035   1,030  
3.625 % (€ 650 Million) Senior Notes due March 2032
764   760   673   669  
3.25 % (€ 600 Million) Senior Notes due November 2032
705   698   621   614  
4.125 % (€ 1.25 Billion) Senior Notes due May 2033
1,468   1,456   1,294   1,282  
4.75 % (€ 1 Billion) Senior Notes due November 2034
1,174   1,167   1,035   1,028  
3.625 % (€ 750 Million) Senior Notes due November 2035
881   867   —   —  
3.75 % (€ 850 Million) Senior Notes due March 2036
998   984   880   866  
3.75 % (€ 500 Million) Senior Notes due November 2037
587   584   518   514  
4.125 % (€ 750 Million) Senior Notes due May 2038
881   870   —   —  
4.0 % (€ 750 Million) Senior Notes due March 2044
881   865   777   762  
3.875 % (€ 700 Million) Senior Notes due March 2045
823   805   725   709  
4.5 % (€ 500 Million) Senior Notes due May 2046
587   575   —   —  
Total outstanding debt $ 18,882   $ 18,736   $ 17,228   $ 16,598  
Short-term debt $ 1,881   $ 1,880   $ 2,268   $ 1,745  
Long-term debt $ 17,001   $ 16,856   $ 14,960   $ 14,853  

(1)     The carrying values differ from the outstanding principal amounts due to unamortized debt discounts and debt issuance costs of $ 146  million and $ 630  million as of December 31, 2025 and 2024, respectively.
(2)     Included in "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2024.
(3)     Included in "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2025.
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Fair Value of Debt

At December 31, 2025 and 2024, the fair value of outstanding debt was approximately $ 18.9 billion and $ 18.8 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 2). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period, as applicable. The fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2025 is primarily due to interest rate fluctuations. The fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2024 primarily relates to the conversion premium, which is the conversion value in excess of the principal amount, on the convertible senior notes that matured in May 2025.

Convertible Senior Notes

In April 2020, the Company issued $ 863  million aggregate principal amount of convertible senior notes due in May 2025 with an interest rate of 0.75 % (the "May 2025 Notes"). The May 2025 Notes were convertible, subject to certain conditions, into the Company's common stock at a contractually determined conversion price. The May 2025 Notes were convertible, at the option of the holder, prior to November 1, 2024, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter was more than 130 % of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock was acquired on or prior to the maturity of the May 2025 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would have been required to make additional payments in the form of shares of common stock to the holders of the May 2025 Notes in an aggregate value ranging from $ 0 to $ 235  million depending upon the date of the transaction and the then current stock price of the Company. Starting on November 1, 2024, note holders had the right to convert all or any portion of the May 2025 Notes, regardless of the Company's stock price. The May 2025 Notes were not redeemable by the Company prior to maturity. The holders could have required the Company to repurchase the May 2025 Notes for cash in certain circumstances. Interest on the May 2025 Notes was payable on May 1 and November 1 of each year. Prior to November 2024, if the note holders exercised their option to convert, the Company delivered cash to repay the principal amount of the May 2025 Notes and had the option to deliver shares of the Company's common stock or cash, to satisfy the conversion premium. As of November 1, 2024, note holders were entitled to repayment of the principal amount of the May 2025 Notes in cash, and if they exercised their option to convert, the note holders were entitled to cash payment for the conversion premium, settled at maturity. Based on the closing sales prices of the Company's common stock for the prescribed measurement periods, the May 2025 Notes were convertible at the option of the holder starting the second calendar quarter of 2023 until November 1, 2024, when they became convertible regardless of the Company's stock price. The May 2025 Notes were classified as "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2024. At December 31, 2024, the estimated fair value of the May 2025 Notes was $ 2.1 billion and was considered a "Level 2" fair value measurement (see Note 2). For the year ended December 31, 2023, the weighted-average effective interest rate related to the May 2025 Notes was 1.2 %.

Upon issuance and subsequent balance sheet-date reassessments through September 30, 2024, the conversion option of the May 2025 Notes qualified for the equity scope exception under ASC 815, Derivatives and Hedging, because the Company had the option to deliver either cash or shares of the Company's common stock to satisfy the conversion premium. Under such exception, the conversion option was not required to be accounted for as a separate instrument. On November 1, 2024, the Company irrevocably elected to settle the conversion premium in cash. Upon that election, the conversion option no longer qualified for the exception and was deemed to be an embedded derivative which required bifurcation from the debt contract. Upon bifurcation of the conversion option, the Company recorded an embedded derivative liability at fair value of $ 1.2  billion, a debt discount reducing the carrying value of the May 2025 Notes to zero , and a loss of $ 428  million. The debt discount was amortized over the remaining term of the May 2025 Notes using the straight-line method. The fair value of the embedded derivative liability (considered a "Level 2" fair value measurement; see Note 2), was $ 1.3  billion at December 31, 2024 and is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet. The unamortized debt discount and debt issuance costs was $ 523  million at December 31, 2024.

The Company recognized the following activity related to the conversion option of the May 2025 Notes in the Consolidated Statements of Operations:

(In millions) Classification in Consolidated Statements of Operations Year Ended December 31,
2025 2024
Change in fair value of the conversion option (1)
Other income (expense), net $ 163   $ ( 535 )
Amortization of debt discount Interest expense ( 523 ) ( 261 )

Total charges
$ ( 360 ) $ ( 796 )

(1)     Includes loss on bifurcation for the year ended December 31, 2024.

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In May 2025, upon the maturity of the May 2025 Notes, the Company paid $ 1.9  billion in cash in the aggregate to repay the principal amount and settle the conversion premium of $ 1.1  billion. In addition, the Company paid the applicable accrued and unpaid interest relating to May 2025 Notes. During the year ended December 31, 2024, the Company paid $ 198 million in aggregate upon the conversion of the May 2025 Notes at the holders' option, to repay the principal amount of $ 78  million due upon conversion and an additional $ 120  million conversion premium.

Nonconvertible Senior Notes

The following table summarizes the information related to nonconvertible senior notes outstanding at December 31, 2025:

Nonconvertible Senior Notes
Date of Issuance Effective Interest Rate (1)
Timing of Interest Payments

3.6 % Senior Notes due June 2026
May 2016 3.70 % Semi-annually in June and December
4.0 % Senior Notes due November 2026
November 2022 4.08 % Annually in November
1.8 % Senior Notes due March 2027
March 2015 1.86 % Annually in March
3.55 % Senior Notes due March 2028
August 2017 3.63 % Semi-annually in March and September
0.5 % Senior Notes due March 2028
March 2021 0.63 % Annually in March
3.625 % Senior Notes due November 2028
May 2023 3.74 % Annually in November
3.5 % Senior Notes due March 2029
March 2024 3.61 % Annually in March
4.25 % Senior Notes due May 2029
November 2022 4.35 % Annually in May

3.0 % Senior Notes due November 2030
November 2025 3.13 % Annually in November
3.125 % Senior Notes due May 2031
May 2025 3.32 % Annually in May
4.5 % Senior Notes due November 2031
November 2022 4.57 % Annually in November
3.625 % Senior Notes due March 2032
March 2024 3.71 % Annually in March
3.25 % Senior Notes due November 2032
November 2024 3.41 % Annually in November
4.125 % Senior Notes due May 2033
May 2023 4.26 % Annually in May
4.75 % Senior Notes due November 2034
November 2022 4.81 % Annually in November
3.625 % Senior Notes due November 2035
November 2025 3.82 % Annually in November
3.75 % Senior Notes due March 2036
March 2024 3.92 % Annually in March
3.75 % Senior Notes due November 2037
November 2024 3.81 % Annually in November
4.125 % Senior Notes due May 2038
May 2025 4.25 % Annually in May
4.0 % Senior Notes due March 2044
March 2024 4.15 % Annually in March
3.875 % Senior Notes due March 2045
November 2024 4.03 % Annually in March
4.5 % Senior Notes due May 2046
May 2025 4.66 % Annually in May

(1)     Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt.

In 2025, 2024, and 2023, the Company issued senior notes with varying maturities for aggregate cash proceeds of $ 3.7  billion, $ 4.8 billion, and $ 1.9  billion, respectively. The proceeds from the issuance of these senior notes were used for general corporate purposes, including to repurchase shares of the Company's common stock and to redeem or repay outstanding indebtedness.

In 2025, the Company paid $ 1.5  billion on settlement of the exercise of the make-whole option to redeem the 4.625 % Senior Notes due April 2030 and recognized a loss of $ 25  million on the early extinguishment of these notes, which is included in "Other income (expense), net" in the Consolidated Statement of Operations for the year ended December 31, 2025. Also, in 2025, 2024, and 2023, the Company paid $ 1.5 billion, $ 1.1  billion, and $ 500  million on the maturity of the senior notes due March 2025, September 2024, and March 2023, respectively. In addition, the Company paid the applicable accrued and unpaid interest relating to these senior notes.

Interest expense related to nonconvertible senior notes consists primarily of coupon interest expense of $ 630  million, $ 527  million, and $ 409  million for the years ended December 31, 2025, 2024, and 2023, respectively. Debt discount and debt issuance costs for these notes are amortized using the effective interest rate method over the period from the origination date through the stated maturity date.

Each of the Company's senior notes are unsecured and rank equally in right of payment with all of the Company's other senior unsecured notes.

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The Company designates certain portions of the aggregate principal value of the Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries. For the years ended December 31, 2025 and 2024, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $ 1.8  billion to $ 4.8  billion and from $ 2.3  billion to $ 5.3  billion, respectively. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statements of Operations.

13.     COMMON STOCK, TREASURY STOCK, AND DIVIDENDS
 
In the first quarter of 2025, the Company's Board of Directors (the "Board") authorized a program to repurchase up to $ 20 billion of the Company's common stock. At December 31, 2025, the Company had a total remaining authorization of $ 21.8  billion related to share repurchase programs authorized by the Board. Additionally, the Board has given the Company the general authorization to repurchase shares of its common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation.

The following table summarizes the Company's stock repurchase activities:

Year Ended December 31,
(In millions, except for shares, which are reflected in thousands)
2025 2024 2023
Shares Amount Shares Amount Shares Amount
Authorized stock repurchase programs 1,191   $ 5,906   1,581   $ 6,104   3,660   $ 10,249  
General authorization for shares withheld on stock award vesting 107   532   98   347   72   194  
Total 1,298 $ 6,438   1,679 $ 6,451   3,732   $ 10,443  

Stock repurchases of $ 20  million in December 2025 were settled in January 2026. Stock repurchases of $ 20 million in December 2024 were settled in January 2025. For the years ended December 31, 2025, 2024, and 2023, the Company remitted employee withholding taxes of $ 530  million, $ 345  million, and $ 194  million, respectively, to the tax authorities, which may differ from the aggregate cost of the shares withheld for taxes for each year due to the timing in remitting the taxes. The cash remitted to the tax authorities is included in financing activities in the Consolidated Statements of Cash Flows.

Excise tax obligations that result from the Company's share repurchases are accounted for as a cost of the treasury stock transaction. As of December 31, 2025 and 2024, the Company recorded estimated liabilities of $ 52 million and $ 56  million, respectively, related to excise taxes on share repurchases, which are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. During the years ended December 31, 2025 and 2024, the Company remitted excise taxes of $ 56  million and $ 96  million, respectively, to the tax authorities, which is included in financing activities in the Consolidated Statements of Cash Flows.

During 2024, the Board adopted a dividend policy pursuant to which the Company pays quarterly cash dividends on its common stock. Declaration of dividends will be subject to the Board's consideration of, among other things, the Company's financial performance, cash flows, capital needs, and liquidity. During the year ended December 31, 2025, the Board declared quarterly cash dividends of $ 9.60 per share of common stock and the Company paid $ 1.2  billion in total cash dividends. During the year ended December 31, 2024, the Board declared quarterly cash dividends of $ 8.75 per share of common stock and the Company paid $ 1.2  billion in total cash dividends. 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.

In January 2026, the Board approved a 25 -to-1 stock split of the Company's authorized shares of common stock (the "Stock Split"), which will be effected April 2, 2026. The Company's Consolidated Financial Statements, including all share and per share data, do not reflect the impact of the Stock Split.

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14.     CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT
 
The table below presents the changes in the balances of accumulated other comprehensive loss ("AOCI") by component:

(In millions) Foreign currency translation adjustments Other, net of tax Total AOCI, net of tax
Foreign currency translation Net investment
hedges (1)
Total, net of tax
Before tax Tax (2)
Before tax Tax
Balance, December 31, 2022 $ ( 579 ) $ 93   $ 310   $ ( 81 ) $ ( 257 ) $ ( 10 ) $ ( 267 )

Other comprehensive income (loss) ("OCI") for the period 42   1   ( 139 ) 33   ( 63 ) 7   ( 56 )

Balance, December 31, 2023 $ ( 537 ) $ 94   $ 171   $ ( 48 ) $ ( 320 ) $ ( 3 ) $ ( 323 )

OCI for the period ( 232 ) 36   185   ( 44 ) ( 55 ) 3   ( 52 )

Balance, December 31, 2024 $ ( 769 ) $ 130   $ 356   $ ( 92 ) $ ( 375 ) $ —   $ ( 375 )

OCI for the period 426   ( 80 ) ( 341 ) 80   85   —   85  

Balance, December 31, 2025 $ ( 343 ) $ 50   $ 15   $ ( 12 ) $ ( 290 ) $ —   $ ( 290 )

(1)     Includes foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries and previously settled derivatives that were designated as net investment hedges (see Notes 2 and 12).
(2)     The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the Tax Act.

15.     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.

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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 income taxes, net of refunds received, for the years ended December 31, 2025 and 2024 do not meet the 5% disaggregation threshold.

U.S. Tax Reform