10-K – 2026-02-18 – bkng-20251231.htm

In December 2017, the Tax Act was enacted into law in the U.S. The Tax Act made significant changes to U.S. federal tax law, including a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years. In 2024, the Company reduced its income tax expense that was recorded during the year ended December 31, 2018 by $ 416  million relating to its federal one-time deemed repatriation liability. The reduction in expense resulted from a 2024 U.S. Tax Court decision in Varian Medical Systems, Inc. vs. Commissioner. Under the Tax Act, the Company's future cash generated by the Company's international operations can generally be repatriated without further U.S. federal income tax, but will be subject to U.S. state income taxes and international withholding taxes, which have been accrued by the Company. The Tax Act also introduced in 2018 a tax on 50% of GILTI and a base erosion and anti-abuse tax. The Company has adopted an accounting policy to treat taxes on GILTI as period costs.

In July 2025, the One Big Beautiful Bill Act (the "BBB Act") was enacted into law in the United States. The BBB Act made changes to certain international, foreign tax credit, and domestic tax provisions in the United States effective in 2025 and 2026. There was not a significant impact to the Company's income tax expense or effective tax rate for the year ended December 31, 2025 as a result of the BBB Act.

Several countries outside the U.S. have adopted rules, effective January 1, 2024, that impose a 15 % minimum global tax. This is in response to the framework set forth by the Organisation for Economic Co-operation and Development with respect to its base erosion and profit shifting project. The impact of these rules has been reflected in the Company's 2025 and 2024 income tax expense.

Deferred Income Taxes

The Company utilized $ 309  million of its U.S. NOLs to reduce its U.S. federal tax liability for the deemed repatriation tax. After utilization of available NOLs, at December 31, 2025, the Company had U.S. federal NOLs of $ 464  million, the majority of which do not have an expiration date, and U.S. state NOLs of $ 382  million, which mainly begin to expire in years ending December 31, 2032 and forward. In addition, at December 31, 2025, the Company had $ 894  million of non-U.S. NOLs, the majority of which do not have an expiration date, and $ 54  million of U.S. research tax credit and foreign tax credit carryforwards available to reduce future tax liabilities.

The utilization of these NOLs and credits is dependent upon the Company's ability to generate sufficient future taxable income and the tax laws in the jurisdictions where the losses were generated. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes and other relevant factors.

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The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows:

December 31,
(In millions) 2025 2024
Deferred tax assets:    
Net operating loss carryforward — U.S. $ 116   $ 117  
Net operating loss carryforward — International 169   156  
Accrued expenses 97   83  
Stock-based compensation 62   55  
Unrealized losses on investments 56   67  
Foreign currency translation adjustments 14   103  
Tax credits 50   45  
Euro-denominated debt 299   —  

Operating lease liabilities 15   22  
Property and equipment 295   234  
Embedded derivative liability —   123  

Total deferred tax assets 1,173   1,005  
Valuation allowance on deferred tax assets ( 126 ) ( 111 )
Deferred tax assets, net 1,047   894  
Deferred tax liabilities:
Debt discount on convertible notes —   ( 123 )
Intangible assets and other ( 19 ) ( 110 )
Euro-denominated debt —   ( 144 )

Operating lease assets ( 14 ) ( 22 )
Installment sale liability ( 82 ) ( 118 )

Other ( 9 ) ( 4 )
Deferred tax liabilities ( 124 ) ( 521 )
Net deferred tax assets (1)
$ 923   $ 373  

(1)     Includes deferred tax assets of $ 940  million and $ 662  million at December 31, 2025 and 2024, respectively, included in "Other assets, net" in the Consolidated Balance Sheets.

The valuation allowance on deferred tax assets at December 31, 2025 includes $ 39 million related to international operations and $ 87 million primarily related to certain unrealized losses on equity securities. The valuation allowance on deferred tax assets at December 31, 2024 includes $ 31 million related to international operations and $ 80 million primarily related to certain unrealized losses on equity securities. The increase in the valuation allowance is primarily related to certain state deferred tax assets.

The Company does not intend to indefinitely reinvest its international earnings that were subject to U.S. taxation pursuant to the mandatory deemed repatriation or subject to U.S. taxation as GILTI.

Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate

A significant portion of the Company's taxable earnings is generated in the Netherlands. According to 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, 2024, and 2023 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those years.
 
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The effective income tax rate ("ETR") of the Company is different from the amount computed using the expected U.S. statutory federal rate of 21 % as a result of the following items:

Year Ended December 31,

2025 2024 2023
(In millions, except for percentages) Amount ETR Impact Amount ETR Impact Amount ETR Impact

Income tax expense at federal statutory rate $ 1,435   21.0   % $ 1,531   21.0   % $ 1,151   21.0   %
Adjustment due to:
State tax (1)
( 18 ) ( 0.3 ) % —   —   % ( 7 ) ( 0.1 ) %

Foreign Tax Effects:
Netherlands:
Tax rate differential 432   6.3   % 354   4.9   % 291   5.3   %
Innovation box ( 747 ) ( 10.9 ) % ( 607 ) ( 8.3 ) % ( 544 ) ( 9.9 ) %
Fines and penalties —   —   % —   —   % 144   2.6   %
Stock-based compensation 78   1.1   % 71   1.0   % 57   1.0   %
Other 4   0.1   % 6   0.1   % 9   0.2   %

Other foreign jurisdictions 49   0.7   % 59   0.8   % 73   1.3   %

Effect of changes in tax laws or rates enacted in the current period —   —   % —   —   % —   —   %
Effect of cross-border tax laws:
Tax Act - U.S. transition tax —   —   % ( 416 ) ( 5.7 ) % 1   —   %
GILTI - Federal 90   1.3   % 82   1.1   % 24   0.4   %
Other ( 1 ) —   % ( 3 ) —   % 4   0.1   %

Tax Credits ( 13 ) ( 0.2 ) % ( 10 ) ( 0.1 ) % ( 18 ) ( 0.3 ) %
Valuation allowance ( 3 ) —   % ( 6 ) ( 0.1 ) % ( 3 ) —   %
Nondeductible items:
Loss related to the conversion option on convertible senior notes 76   1.1   % 167   2.3   % —   —   %
Other 28   0.4   % ( 8 ) ( 0.1 ) % ( 4 ) ( 0.1 ) %
Uncertain tax position 18   0.3   % 190   2.6   % 14   0.3   %

Income tax expense $ 1,428   20.9   % $ 1,410   19.3   % $ 1,192   21.8   %

(1)     For the tax year ended December 31, 2025, state taxes in Connecticut and New York made up the majority (greater than 50 percent) of the tax effect in this category. For the tax year ended December 31, 2023, state taxes in Connecticut made up the majority (greater than 50 percent) of the tax effect in this category.

Uncertain Tax Positions

The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits: 

Year Ended December 31,
(In millions) 2025 2024 2023
Unrecognized tax benefit — January 1 $ 260   $ 67   $ 184  
Gross increases — tax positions in current period 10   5   16  
Gross increases — tax positions in prior periods 15   193   22  
Gross decreases — tax positions in prior periods ( 9 ) ( 4 ) ( 5 )
Reduction due to lapse in statute of limitations ( 3 ) —   ( 3 )
Reduction due to settlements during the current period ( 23 ) ( 1 ) ( 147 )
Unrecognized tax benefit — December 31 $ 250   $ 260   $ 67  

 
The decrease in unrecognized tax benefits during the year ended December 31, 2025 primarily relates to the settlement by Booking.com of certain Italian tax matters (see Note 16). The majority of unrecognized tax benefits are included in "Other assets, net" in the Consolidated Balance Sheet as of December 31, 2025. The amount of unrecognized tax benefits, if recognized, that would affect the effective tax rate are $ 243  million as of December 31, 2025. As of December 31, 2025 and 2024, total gross interest and penalties accrued was $ 7 million and $ 6  million, respectively. See Note 16 for more information regarding tax contingencies.

The Company's major taxing jurisdictions include: the Netherlands, U.S., Singapore, and the United Kingdom (the "UK"). The statutes of limitations that remain open related to these major tax jurisdictions are: the Company's Netherlands returns for 2020 and forward, U.S. federal returns for 2018, as well as 2022 and forward, Singapore returns from 2021 and forward, and UK returns for 2022 and forward.

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16.     COMMITMENTS AND CONTINGENCIES

Competition and Consumer Protection Reviews

The Company is and has been the subject of investigations or inquiries by national competition authorities and other authorities regarding competition law matters, consumer protection issues, and other areas, such as with respect to the scope of its contractual parity provisions with accommodation providers, pricing tools or programs offered to partners, or the ranking criteria used in displaying results to consumers, and from time to time has made commitments regarding future business practices or activities. For example, the Company has previously made voluntary commitments related to showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings, and adjusting how discounts and statements concerning popularity or availability are shown. Some investigations have resulted in fines and the Company could incur additional fines and/or be restricted in certain of its business practices in the future. To the extent that investigations or inquiries result in additional commitments, fines, damages, or other remedies or changes to its business, the Company's business, financial condition, and results of operations could be harmed.

In 2024, the Comisión Nacional de los Mercados y la Competencia in Spain (the "CNMC") imposed a fine and restricted certain of Booking.com's business practices such as those relating to contractual parity provisions and the ranking criteria that Booking.com can use to determine how to rank hotels in its display to customers. Booking.com does not agree with the rationale stated in the decision and the restrictions imposed, and has filed an appeal. In February 2025, the Spanish National Court ruled that the CNMC decision, including payment of the fine, is suspended pending the outcome of the appeal. The CNMC and certain third parties have sought to clarify the scope of the court's ruling, including its suspensory effect. Although the Company disagrees with the rationale stated in the CNMC decision, it recorded a liability for this matter with $ 485  million included in "Other long-term liabilities" in the Consolidated Balance Sheet as of December 31, 2025 and $ 428  million included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet as of December 31, 2024. The Company accrued a loss of $ 530  million during the year ended December 31, 2023 (reflecting the initial fine amount in the CNMC's draft decision). During the year ended December 31, 2024, to align with the CNMC's reduced final fine, the Company recorded a decrease of $ 78 million in its accrual. The initial accrual and subsequent decrease are reflected in "General and administrative" expenses in the Consolidated Statements of Operations.

In 2017, the Swiss Price Surveillance Office (the "Swiss PSO") opened an investigation into the level of commissions of Booking.com in Switzerland. In 2025, Booking.com received a negative decision ordering a reduction of its average commission level for hotels located in Switzerland, which Booking.com disagrees with and has appealed. The Swiss PSO order is suspended pending the outcome of the appeal, and the ordered reduction in commissions would only be effective for a three-year period after a negative final judgment. The French Directorate General for Competition Policy, Consumer Affairs, and Fraud Control ("DGCCRF") opened separate investigations into Booking.com and Agoda relating to certain business practices. Booking.com has taken the steps to comply with the DGCCRF's final order to change certain of its business practices. Agoda received a draft decision, which it has responded to, and its discussions with the DGCCRF are ongoing. In June 2025, the Hellenic Competition Commission (in Greece) opened a formal investigation into whether certain practices by Booking.com may produce adverse effects for hotels and other online travel agencies and discussions with that Commission are ongoing. In August 2025, the Hungarian Competition Authority opened an investigation into whether certain practices by Booking.com may mislead consumers and Booking.com continues to respond to the Authority's requests. If any of the investigations were to find that the Company's practices violated the respective laws, or as part of a negotiated resolution, the Company may face significant fines, restrictions on its business practices, follow-on investigations or litigation, and/or be required to make other commitments.

The Company is unable to predict how any current or future investigations or litigation may be resolved or the long-term impact of any such resolution on its business. For example, competition and consumer-law-related investigations, legislation, judgments, or issues have in the past resulted in and could in the future result in private litigation. The Company is currently involved in such litigation and/or aware of such potential litigation. For example, German hotels have also filed parity-related claims against Booking.com and that litigation is ongoing. Additionally, various hotel associations have promoted potential class actions on behalf of European hotels against Booking.com relating to the historical use of contractual parity provisions and law firms, including in Spain, France, and the UK, are promoting similar potential claims in those jurisdictions. In the Netherlands, two Dutch foundations recently filed such claims on behalf of European hotels and consumers, respectively, with the consumer claim further alleging that Booking.com and Agoda employed misleading practices. The Company has defended against and intends to continue to defend itself against such claims. However, class action litigation can be time-consuming, costly, and unpredictable, regardless of merit, and there may be evolving jurisprudence and less experience with such matters in certain of the markets where the Company is or may be involved in such litigation, making outcomes less certain and harder to forecast. If the Company were to be found liable, it could result in, among other things, payment of damages, commitments to change certain business practices, or reputational damage, any of which could harm the Company's business, results of operations, brands, or competitive position.

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Tax Matters

Between December 2018 and August 2021, the Italian tax authorities issued assessments on Booking.com's Italian subsidiary totaling approximately $ 295  million for the tax years 2013 through 2018, asserting that its transfer pricing policies were inadequate. The Company believes Booking.com has been and continues to be in compliance with Italian tax law. In September 2020, the Italian tax authorities approved the opening of a mutual agreement procedure ("MAP") between Italy and the Netherlands for the 2013 tax year and the Italian tax authorities subsequently approved the inclusion of the tax years 2014 through 2018 in the MAP. As of December 31, 2025, the Company made prepayments of $ 87  million to the Italian tax authorities to forestall collection enforcement pending the appeal phase of the case. In April 2025, the Company was notified of a MAP resolution for the 2013 through 2018 tax years that resulted in additional Italian income taxes of $ 23  million and the Company formally accepted the results of the MAP in May 2025. This amount was reflected in unrecognized tax benefits as of December 31, 2024. The Company is entitled to a refund of the remaining portion of its tax prepayment. The tax resulting from the MAP is partially offset by a tax benefit of $ 10  million relating to Netherlands income tax.

In June 2024, the Guardia di Finanza ("GdF") of Rome issued a tax audit report to Booking.com, proposing a tax assessment to the Italian Tax Authorities ("ITA"). The GdF alleged that a 2017 law (the "STR Law") obliged Booking.com to withhold and remit 21% of the total transaction value for the income tax liabilities of certain short-term rental partners in Italy for the period under audit. While the Company believes that Booking.com has been and continues to be in compliance with Italian tax laws, in November 2024, the Company entered into a settlement agreement with the ITA without admitting liability and paid $ 332  million to resolve the matter. The settlement is reflected in "General and administrative" expenses in the Consolidated Statement of Operations for the year ended December 31, 2024.

The Company is also involved in other tax-related audits, investigations, and litigation relating to income taxes, value-added taxes, travel transaction taxes (e.g., hotel occupancy taxes), withholding taxes, and other taxes.

Any taxes or assessments in excess of the Company's tax provisions, including the resolution of any tax proceedings or litigation, could have a material adverse impact on the Company's results of operations, cash flows, and financial condition. In some cases, assessments may be significantly in excess of the Company's tax provisions, particularly in instances where the Company does not agree with the tax authority's assessment of how the tax laws may apply to the Company's business.

Other Matters

Beginning in 2014, Booking.com B.V. received several letters from the Netherlands Pension Fund for the Travel Industry (Reiswerk) ("BPF") claiming that it was required to participate in the mandatory pension scheme of the BPF with retroactive effect to 1999, which has a higher contribution rate than the pension scheme it historically participated in. BPF instituted legal proceedings against Booking.com B.V. (which were continued by BPF's legal successor, Pension Fund PGB ("PGB")) and, in January 2024, a Dutch Court of Appeal ruled that Booking.com B.V. is required to participate in the mandatory pension scheme of the PGB with retroactive effect to 1999. Although the Company disagreed with and appealed the decision, it accrued losses of $ 276  million and $ 77  million for the years ended December 31, 2023 and 2024, respectively, included in "Personnel" expenses in the Consolidated Statements of Operations. The corresponding liability is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet as of December 31, 2024. After a final ruling by the Dutch Supreme Court in March 2025, Booking.com B.V. changed its pension scheme going forward and with retroactive effect to 1999, in line with the outcome of the litigation and arrangement with PGB. During the year ended December 31, 2025, the Company paid $ 136  million to settle the pension liability as of December 31, 2024, reflecting the arrangement with PGB that became effective during the period. The impact of the reduction in the pension liability from December 31, 2024 of $ 176  million is recorded in "Personnel" expenses in the Consolidated Statement of Operations for the year ended December 31, 2025. There may be additional claims with respect to the eligibility of certain employees in scope of the scheme, which may result in additional costs.

From time to time, the Company notifies the competent data protection authority, such as the Dutch data protection authority in accordance with its obligations under the General Data Protection Regulation, of certain data security incidents. Should, for example, the Dutch data protection authority decide these incidents were the result of inadequate technical and organizational security measures or practices, it may impose a fine or require other commitments.

The Company has been, is currently, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third-party intellectual property rights. Such claims could result in the expenditure of significant financial and managerial resources, divert management's attention, and adversely affect the Company's business, reputation, results of operations, and cash flows.

In February 2026, the Company entered into favorable settlement agreements to resolve litigation matters in which it was a plaintiff, for which it expects to receive a benefit of approximately $ 90  million in the first quarter of 2026, upon completion of various conditions.

The Company accrues for certain other legal contingencies where it is probable that a loss has been incurred and the amount can be reasonably estimated. Such accrued amounts are not material to the Company's balance sheets and provisions recorded have not been material to the Company's results of operations or cash flows.

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Other Contractual Obligations and Contingencies

The Company had $ 874  million and $ 650  million of standby letters of credit and bank guarantees issued on its behalf as of December 31, 2025 and 2024, respectively, including those issued under the revolving credit facility (see Note 12). These were obtained primarily in connection with certain of the litigation matters disclosed above and for regulatory purposes.

Booking.com facilitates the provision of partner liability insurance underwritten by third-party insurance providers, to protect certain alternative accommodation partners against liability claims and lawsuits for bodily injury or property damage that occur during a stay. While this partner liability insurance program, if applicable to the claim, provides coverage up to $ 1  million per occurrence (subject to limitations and exclusions), the Company retains certain potential financial risks and could be required to pay amounts in excess of policy limit.

17.     SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

See Note 1 for a description of the Company's business. The Company's portfolio of brands is organized into five operating segments. The Company determined its operating segments based on how its chief operating decision maker ("CODM"), who is the Chief Executive Officer and President, manages the business, makes operating decisions, and evaluates operating performance. The operating segments are aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors, and the objectives and principles of ASC 280, Segment Reporting .

The CODM reviews revenues and an adjusted measure of earnings before interest, taxes, depreciation, and amortization less additions to property and equipment ("Adjusted EBITDA less Capex") for each operating segment. The following table presents information for the Company's reportable segment. Other segment items include operating expenses such as general and administrative and information technology. See Note 2 for additional information on these expenses.

Year Ended December 31,
(In millions) 2025 2024 2023
Total revenues
$ 26,917   $ 23,739   $ 21,365  
Marketing expenses 8,186   7,278   6,773  
Sales and other expenses 3,453   3,104   2,744  
Personnel expenses 3,321   3,133   2,818  
Other segment items 2,105   2,045   2,010  
Segment Adjusted EBITDA less Capex
$ 9,852   $ 8,179   $ 7,020  

Decisions to allocate resources to each operating segment are made predominantly through the budgeting and forecasting process. The CODM reviews budget-to-actual variances for revenues and Adjusted EBITDA less Capex to assess performance of the operating segments. The information is also used as a basis for determining compensation for certain employees. Estimates and judgments are made in allocating certain revenues and Adjusted EBITDA less Capex to operating segments due to the integrated nature of the operating segments in the underlying transactions. The allocation process is consistent with the manner in which the CODM assesses the performance of the operating segments. Information on segment assets is not presented as depreciation and amortization is not included in measuring Adjusted EBITDA less Capex.

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The following table presents the reconciliation of the Company's segment Adjusted EBITDA less Capex to Income before income taxes:

Year Ended December 31,
(In millions) 2025 2024 2023

Segment Adjusted EBITDA less Capex
$ 9,852   $ 8,179   $ 7,020  

Additions to property and equipment
350   445   395  
Adjustments related to the Netherlands pension fund matter (1)
123   —   ( 276 )
Adjustments related to fine imposed by the Spanish Competition authority (1)
—   78   ( 530 )
Impact of certain indirect tax matters (1)
( 45 ) ( 337 ) ( 62 )
Termination fee related to an acquisition agreement (2)
—   —   ( 90 )
Depreciation and amortization (3)
( 623 ) ( 591 ) ( 504 )
Impairment (3) (4)
( 457 ) —   —  
Transformation costs (5)
( 203 ) ( 34 ) —  

Interest expense (3)
( 1,617 ) ( 1,295 ) ( 897 )
Interest and dividend income (3)
921   1,114   1,020  

Net gains (losses) on equity securities (6)
37   63   ( 131 )
Foreign currency transaction (losses) gains on the remeasurement of certain Euro-denominated debt and accrued interest and gains on debt-related foreign currency derivative instruments (6)
( 1,380 ) 539   ( 163 )
Loss on early extinguishment of debt (7)
( 25 ) —   —  
Change in fair value of the conversion option related to the convertible senior notes (7)
163   ( 535 ) —  

Other (8)
( 264 ) ( 334 ) ( 301 )
Income before income taxes
$ 6,832   $ 7,292   $ 5,481  

(1)     See Note 16 for additional information.
(2)     See Note 21 for additional information.
(3)     See Consolidated Statements of Operations.
(4)     See Note 11 for additional information.
(5)     See Note 20 for additional information.
(6)     See Note 18 for additional information.
(7)     See Note 12 for additional information.
(8)     Primarily consists of the expenses of corporate headquarters and certain other functional departments.

Stock-based compensation included in the determination of segment Adjusted EBITDA less Capex was $ 553 million, $ 522 million, and $ 447 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Geographic Information

The Company's revenues from its businesses outside of the U.S. consist of the results of Booking.com and Agoda in their entirety and the results of the KAYAK and OpenTable businesses located outside of the U.S. This classification is independent of where the consumer resides, where the consumer is physically located while using the Company's services, or the location of the travel service provider or restaurant. For example, a reservation made through Booking.com at a hotel in New York by a consumer in the U.S. is part of the results of the Company's businesses outside of the U.S. The Company's geographic information on revenues for the years ended December 31, 2025, 2024, and 2023 is as follows: 

(In millions) U.S. Outside of
 the U.S. (1)
Total Company
December 31, 2025 $ 2,579   $ 24,338   $ 26,917  
December 31, 2024 2,485   21,254   23,739  
December 31, 2023 2,327   19,038   21,365  

(1)     Includes $ 21.7 billion, $ 18.6 billion, and $ 17.0 billion for the years ended December 31, 2025, 2024, and 2023, respectively, attributed to an entity domiciled in the Netherlands.

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The following table presents information on the Company's property and equipment (excluding capitalized software) and operating lease assets based on location of the assets at December 31, 2025 and 2024:

U.S. Outside of the U.S. Total Company
(In millions) The Netherlands United Kingdom Other
December 31, 2025 $ 110   $ 447   $ 131   $ 332   $ 1,020  
December 31, 2024 129   405   168   243   945  

18.     OTHER INCOME (EXPENSE), NET

The components of other income (expense), net included the following:

Year Ended December 31,
(In millions) 2025 2024 2023
Foreign currency transaction (losses) gains (1)
$ ( 1,491 ) $ 383   $ ( 348 )
Change in fair value of the conversion option related to the convertible senior notes (2)
163   ( 535 ) —  
Net gains (losses) on equity securities (3)
46   63   ( 131 )

Other
( 15 ) 7   2  
Other income (expense), net $ ( 1,297 ) $ ( 82 ) $ ( 477 )

(1)     Foreign currency transaction (losses) gains include losses of $ 1.4 billion, gains of $ 526 million, and losses of $ 163  million for the years ended December 31, 2025, 2024, and 2023, respectively, related to Euro-denominated debt and accrued interest that were not designated as net investment hedges (see Note 12). Foreign currency transaction (losses) gains also include losses related to derivative contracts (see Note 6).
(2)     See Note 12 for additional information.
(3)     See Note 5 for additional information.

19.     SUPPLEMENTAL CASH FLOW INFORMATION

As of December 31, 2025 and 2024, cash and cash equivalents reported in the Consolidated Balance Sheets differ from the amounts of total cash and cash equivalents and restricted cash and cash equivalents as shown in the Consolidated Statements of Cash Flows due to restricted cash and cash equivalents of $ 66  million and $ 29  million, respectively, which are included in "Other current assets" in the Consolidated Balance Sheets. As of December 31, 2025, the restricted cash balances are primarily related to certain cash payments received from travelers on behalf of travel service providers.

Noncash investing activity related to additions to property and equipment, including stock-based compensation and accrued liabilities, was $ 60 million, $ 55 million, and $ 50 million for the years ended December 31, 2025, 2024, and 2023, respectively. See Note 13 for additional information on noncash financing activity related to the excise tax on share repurchases.

During the years ended December 31, 2025, 2024, and 2023, the Company made interest payments of $ 1.1 billion, $ 953 million, and $ 842 million, respectively. See Note 15 for information on cash paid for income taxes.

20.     TRANSFORMATION COSTS

In the fourth quarter of 2024, the Company began the implementation of the organizational changes to improve operating expense efficiency, increase organizational agility, free up resources that can be reinvested into further improving its offering to travelers and partners, and better position the Company for the long term (the "Transformation Program"). The Company currently expects that the restructuring costs and accelerated investments related to the Transformation Program will largely be incurred by the end of 2026 and anticipates these costs to primarily relate to expected and ongoing workforce reductions, technology investments, and professional fees.

Transformation Program related costs are recorded in "Transformation costs" in the Consolidated Statements of Operations. For the year ended December 31, 2025, Transformation costs include employee termination benefits of $ 117  million and professional fees of $ 82  million. For the year ended December 31, 2024, Transformation costs primarily consisted of professional fees.

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21.     OTHER

Terminated Acquisition

In November 2021, the Company entered into an agreement to acquire global flight booking provider Etraveli Group. The completion of the acquisition was subject to certain closing conditions, including regulatory approvals. In September 2023, the European Commission announced its decision to prohibit the acquisition and consequently a termination fee of $ 90 million was paid by the Company in October 2023 and is recorded in "General and administrative" expenses in the Consolidated Statement of Operations for the year ended December 31, 2023.

Benefit Plans

The Company maintains a defined contribution 401(k) savings plan covering certain U.S. employees and participates in certain defined contribution plans outside of the U.S. for which it provides contributions for eligible employees. The Company's expenses related to the defined contribution plans during the years ended December 31, 2025, 2024, and 2023 were $ 80 million, $ 59  million, and $ 55 million, respectively. In addition, see Note 16 for information related to the Netherlands pension fund matter, including changes in accruals.

Accrued expenses and other current liabilities

Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets at December 31, 2025 and 2024 are accrued liabilities of $ 753 million and $ 597 million, respectively, related to marketing expenses and $ 775  million and $ 611 million, respectively, related to personnel expenses. In addition, "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet at December 31, 2024 include accruals related to the Netherlands pension fund matter (see Note 16).
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Booking Holdings Inc.
Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.)
CONDENSED BALANCE SHEETS
(In millions)  

  December 31,
  2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 4,007   $ 4,173  
Receivables from subsidiaries 292   296  
Other current assets 25   18  
Total current assets 4,324   4,487  
Loans receivable from subsidiaries 699   982  
Investment in subsidiaries 9,733   10,586  
Other assets 340   52  
Total assets $ 15,096   $ 16,107  
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:

Payables to subsidiaries $ 29   $ 23  
Accrued expenses and other current liabilities 462   1,674  
Short-term debt 1,880   1,745  
Total current liabilities 2,371   3,442  
Loans payable to subsidiaries 1,390   1,533  
Other long-term liabilities 57   299  
Long-term debt 16,856   14,853  
Total liabilities 20,674   20,127  
Commitments and contingencies

Total stockholders' deficit ( 5,578 ) ( 4,020 )
Total liabilities and stockholders' deficit $ 15,096   $ 16,107  
    
See Notes to Condensed Financial Statements.

84

Booking Holdings Inc.
Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In millions)
 

Year Ended December 31,
2025 2024 2023
Revenues $ —   $ —   $ —  
Operating expenses 288   341   299  
Operating loss ( 288 ) ( 341 ) ( 299 )
Income from subsidiaries 64   —   —  
Interest expense ( 1,227 ) ( 880 ) ( 495 )
Interest and dividend income 181   200   166  
Other income (expense), net ( 1,241 ) 4   ( 166 )
Equity in earnings (losses) of subsidiaries, net of tax 7,483   7,061   5,074  
Income before income taxes 4,972   6,044   4,280  
Income tax (benefit) expense ( 432 ) 162   ( 9 )
Net income $ 5,404   $ 5,882   $ 4,289  

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

See Notes to Condensed Financial Statements

85

Booking Holdings Inc.
Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.)
CONDENSED STATEMENTS OF CASH FLOWS
(In millions)

  Year Ended December 31,
  2025 2024 2023
OPERATING ACTIVITIES:
Net cash provided by operating activities $ 6,733   $ 6,414   $ 6,464  
INVESTING ACTIVITIES:

Dividends received 380   139   107  
Other investing activities 297   ( 37 ) ( 128 )
Net cash provided by (used in) investing activities 677   102   ( 21 )
FINANCING ACTIVITIES:
Loans from subsidiaries 1,352   104   91  

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 34   ( 54 ) ( 42 )
Net cash used in financing activities ( 7,576 ) ( 4,095 ) ( 8,801 )

Net (decrease) increase in cash and cash equivalents ( 166 ) 2,421   ( 2,358 )
Total cash and cash equivalents, beginning of period 4,173   1,752   4,110  
Total cash and cash equivalents, end of period $ 4,007   $ 4,173   $ 1,752  

See Notes to Condensed Financial Statements.
86

Booking Holdings Inc.
Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.)
NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION
These condensed parent company-only financial statements of Booking Holdings Inc. (the "Parent") are prepared on a "parent company-only" basis and have been derived from and should be read in conjunction with the consolidated financial statements and related notes of Booking Holdings Inc. and subsidiaries included in Part IV, Item 15 of this Annual Report on Form 10-K (the "Consolidated Financial Statements"). Under a parent company-only presentation, investments in the parent's subsidiaries are accounted for under the equity method of accounting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.

2. DEBT
See Note 12 to the Consolidated Financial Statements for additional information on the Parent's revolving credit facility and outstanding debt.

3. DIVIDENDS FROM SUBSIDIARIES
Cash dividends paid to the Parent by the subsidiaries were $ 7.9  billion, $ 7.2  billion, and $ 7.3  billion for the years ended December 31, 2025, 2024, and 2023, respectively, and are classified within "Net cash provided by operating activities" or "Net cash provided by (used in) investing activities," as appropriate, in the Condensed Statements of Cash Flows.
Noncash dividends to the Parent from subsidiaries were $ 1.6  billion for the year ended December 31, 2025.

4. GUARANTEES
The Parent had $ 809 million and $ 721  million of guarantees issued on behalf of the Parent's subsidiaries as of December 31, 2025 and 2024, respectively, which are primarily related to arrangements with payment processors and networks.

87