Booking Holdings (BKNG) 10-K risk factor changes: FY2024 vs FY2023

- Our ability to respond to and keep up with [removed: the] rapid [removed: pace of] technological [removed: and] [added: or other] market changes;

- [removed: Risks related to data] [added: Data] privacy [removed: obligations] and [removed: cyberattacks;][added: cyberattack risks;]

[removed: *•*Risks] [added: - Risks] related to exposure to additional tax liabilities and maintaining tax benefits;

- [removed: Financial risks including] [added: Risks of] increased debt levels and stock price volatility; and

The uncertainty of macroeconomic factors and their impact on consumer behavior makes it difficult to forecast industry and consumer trends and [removed: the timing and degree of] their [added: potential] impact on our business, which could adversely affect our ability to effectively manage our business and adversely affect our results of operations.

Other events beyond our control such as [removed: pandemics and epidemics,] [added: pandemics,] terrorist attacks, natural disasters, wars and regional hostilities, travel-related accidents, or increased focus on the environmental impact of travel may disrupt or limit the ability or willingness of travelers to visit certain locations, or result in declines in demand for our travel offerings.

Because these events and their impacts [removed: and responses to them] are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers, demand for and provision of our services, and relationships with travel service providers and other partners, any of which can adversely affect our business and results of operations.

We compete globally with [removed: both] online and traditional travel and restaurant reservation and related services.

Some of our current and potential competitors include the largest global technology companies, which have significantly more [removed: customers or users,] [added: consumers,] consumer data, and resources than we do, and may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses or [removed: generative] [added: Gen] AI [added: and similar or related] capabilities) to compete with us.

- online platforms, including accommodation and alternative accommodation search or reservation services, travel [removed: meta-search and price comparison services,] [added: meta-search,] and large online companies including in search, social [removed: networking,] [added: media,] marketplace, [removed: artificial intelligence,] [added: Gen AI,] and ride-sharing;

- traditional travel agencies, travel management companies, [removed: wholesalers] [added: wholesalers,] and tour operators; [removed: and]

- companies offering [removed: technology services and] software solutions [added: and technology services] to travel service providers, including [removed: large] global distribution systems ("GDSs") and hospitality software and payments [removed: platforms.][added: platforms; and]

[removed: Furthermore, meta-search services] [added: They] may [added: also] evolve into more traditional [removed: OTCs] [added: online travel companies ("OTCs")] by offering consumers the ability to make travel reservations directly.

The market for accommodations covers a wide range of property types including alternative [removed: accommodations.][added: accommodations, and companies like Airbnb and Vrbo (owned by Expedia) compete directly with our accommodations businesses.]

Meta-search services may lower the cost for new companies to enter the market by providing a distribution channel without the cost of promoting the new entrant's [removed: brand.][added: brand and also compete directly with us for customers.]

A competitor that has established other, more frequent online or app-based interactions with consumers may be [removed: able to more easily or cost-effectively acquire customers for its online travel services than we can.]

In addition, competitors may more effectively invest in [removed: new] online marketing [removed: channels such as TikTok,] [added: channels,] which could hinder growth of our services if they are more successful at promoting their platform [removed: via social media.][added: than us.]

For many consumers, the price of [removed: the] [added: a] travel service is the primary factor determining whether to book a reservation.

[removed: As a result, in] [added: In] certain markets, we may need to provide discounts or other incentives in order to be competitive, which may make it difficult for us to maintain or grow market share, maintain historical profit margins, and may also result in lower ADRs and lower revenues as a [added: percentage of gross bookings.]

[removed: Further, consolidation] [added: Consolidation] among travel service providers [added: or the development of alternative offerings as a result of Gen AI] could result in lower OTC commission rates, increased discounting, and greater incentives for consumers to join closed-user groups as such travel service providers expand their offerings.

If we are unable to effectively offer competitive prices, our [added: revenues,] market share, business, and results of operations could be materially adversely affected.

We [removed: derive a substantial portion of our revenues and] have significant operations [added: in countries] outside the United [removed: States.][added: States and derive a substantial portion of our gross bookings from these countries.]

[removed: Before the COVID-19 pandemic, our] [added: Our] OTC operations outside of the United States historically had achieved significant year-over-year growth in their gross [removed: bookings.][added: bookings, though growth rates have generally declined over time as the absolute level of our gross bookings increased and online travel growth rates declined.]

[removed: In addition to the general slowing growth rates of online travel, other] [added: Other] factors may also slow the growth rates of our businesses outside of the United States, including economic conditions, strengthening of the U.S. Dollar versus other currencies, declines in ADRs, increases in cancellations, adverse changes in travel market conditions, and competition.

Certain markets in which we operate have unique localized preferences [removed: and] [added: or] lower operating [removed: margins compared] [added: margins, or from time] to [removed: other markets.][added: time have experienced declining or no growth.]

In some markets such as China, [removed: legal and other regulatory] [added: local] requirements may restrict participation by foreign [removed: businesses.][added: businesses, making our entry into and expansion in those markets costly, difficult, or impossible.]

We believe that the breadth, variety, and quality of accommodations on our platforms [removed: is a key driver of] [added: helps drive] our growth.

The growth rate of the number of accommodations on our platforms may vary in part [removed: as a result of] [added: due to] removing accommodations from [removed: our platforms from] time to time.

Many [removed: of the] newer accommodations we [removed: add to our travel reservation services, especially in highly-penetrated markets,] [added: offer] may have fewer rooms or higher credit risk and may appeal to a smaller subset of consumers (e.g., hostels and bed and breakfasts).

Also, certain jurisdictions have instituted regulations intended to address the issues of "overtourism" and the impact of tourism on climate, including by restricting accommodation offerings near popular tourist [removed: destinations, which has limited the number of tourists permitted to visit and stay near popular areas.][added: destinations.]

As a result, we may experience constraints on the number of listings or [added: available] accommodation room nights [removed: actually available to us] or [removed: could experience a decrease in demand if consumers cannot book the experiences they would like during their trip,] [added: decreased demand,] which could negatively impact our business growth rate and results of operations.

A significant reduction on the part of any of our major travel service providers, or restaurants, for a sustained period of time or their complete withdrawal from our [removed: services] [added: services, including due to a provider's bankruptcy or closure,] could have [removed: a material] [added: an] adverse effect on our business, [added: advertising revenue,] market share, and results of operations.

Further, as consolidation among travel service providers increases, [added: or if Gen AI better enables, or offers alternatives for travel service providers to reach consumers,] the potential adverse effect of a decision by a significant travel service provider to withdraw from or reduce its participation in our services also increases.

We rely upon Google [added: and other search and meta-search services] to generate a significant portion of traffic to our [removed: platforms and to a lesser extent, other search and meta-search services,] [added: platforms,] principally through pay-per-click marketing campaigns.

The pricing and operating dynamics on these platforms can [removed: experience rapid] change [removed: commercially, technically, and competitively.][added: rapidly.]

[added: If the logic determining placement and] display of results of a consumer's search changes, the placement of links to our platforms can be negatively affected and our costs to improve or maintain our placement [removed: in search results] can increase.

[removed: In addition, a decline or slowing growth in travel search traffic negatively impacts our ability to efficiently generate traffic to our platforms through] performance marketing on general search platforms, which could have an adverse effect on our business and results of operations.

[removed: Should one or more of] [added: If distribution through] such third parties [removed: cease distribution of reservations made through us, or suffer deterioration in its search or meta-search ranking,] [added: declines,] our business, market share, and results of operations could be adversely affected.

Our alternative accommodations business [removed: may face] [added: faces] risks relating to claims of liability, regulatory developments, and continued growth and profitability.

[removed: In addition, alternative] [added: Alternative] accommodations are subject to claims of liability based on injury, death, discrimination, or criminal activities occurring at these properties.

The risk factors section should be carefully considered in full, in addition to other information appearing in this Form 10-K, including Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes.

- Adverse changes in third-party relationships;

- The development and use of generative AI ("Gen AI");

- Operational and technological infrastructure risks;

Similarly, several companies developing Gen AI-powered platforms have used travel search and reservation capabilities to illustrate the possible use cases for this technology.

- companies offering AI agents powered by Gen AI that can perform or facilitate travel-related services, such as virtual assistants.

Some of our current and potential competitors may have greater resources or stronger competitive positions in certain geographic regions than we do.

For example, some of our competitors may be domiciled in different countries and subject to political, legal, and regulatory regimes that enable them to compete more effectively than us.

able to more easily or cost-effectively acquire customers for its online travel services than we can.

If occupancy rates increase, accommodation providers often limit their offerings to OTCs.

A decline or slowing growth in travel search traffic also negatively impacts our ability to efficiently generate traffic to our platforms through

Some jurisdictions have adopted or are considering restrictions on the ability to offer alternative accommodation properties or that require online platforms, owners, or managers to obtain a license to rent or list alternative accommodations.

Marketing efficiency can also be impacted by the extent to which consumers come directly to our platforms for bookings.

marketing invested by these channels to generate demand, and overall marketing platform traffic growth trends, may also impact our gross bookings and revenue growth rates.

Consumers increasingly use mobile devices and apps to make online travel bookings.

Our ability to offer a variety of appropriate payment solutions is an important part of our value proposition for our partners and consumers.

*The development and use of Gen AI may result in reputational harm or legal liability and may adversely affect our business, financial condition, and results of operations.*

We are seeking to incorporate Gen AI in our business, including for internal productivity purposes and in consumer- and partner-facing initiatives such as AI travel assistants, price comparison tools, and as part of enhancing the development of our Connected Trip vision.

Our evolving efforts to utilize Gen AI may increase risks related to harmful content, inaccuracies, bias or discrimination, intellectual property infringement or misappropriation, data privacy, cybersecurity, or other issues.

Our implementation of AI systems could result in legal liability, regulatory action, brand, reputational, or competitive harm, or subject us to new regulatory frameworks (such as the European Union Artificial Intelligence Act).

If we enable or offer Gen AI solutions that have unintended consequences, are contrary to responsible AI policies and practices, or are otherwise controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, our reputation, competitive position, business, financial condition, and results of operations may be adversely affected.

Our Gen AI initiatives will require increased investment in infrastructure and headcount.

If our Gen AI investments are not successful or our competitors are better at the deployment of Gen AI technologies longer-term, our business and financial performance could be harmed.

Our performance relies on the talents and efforts of highly skilled individuals.

Our ability to attract and retain talent could be negatively impacted by factors such as the recently announced organizational changes, including an expected workforce reduction, and our hybrid work environment.

Our financial results depend on the successful execution of our operating plans.

We previously announced our intention to implement certain organizational changes, including modernizing processes and systems, an expected workforce reduction, optimizing procurement, and seeking real estate savings (the "Transformation Program").

There are no assurances that we will achieve the estimated cost savings goals, realize the expected benefits from the Transformation Program, or manage the Transformation Program effectively.

We may also incur significant charges related to the Transformation Program, which could reduce our profitability in the periods such charges are incurred.

Our inability to generate anticipated cost savings, successfully implement our strategies, or efficiently manage our operating plans for the Transformation Program could negatively affect our business and results of operations.

Vulnerabilities in our consumer and partner systems could and have resulted in unauthorized access to personal and confidential data, such as the inadvertent disclosure of data to third-party partners that may be undetected for a period of time.

business.

For example, we are currently assessing an inadvertent personal customer data disclosure to a limited number of marketing partners that was recently discovered by Booking.com.

We have contracts that include confidentiality provisions with such partners and at this time do not believe the information was exposed beyond such partners, but are continuing to assess this matter.

mitigate the risk of human error but can also make testing, troubleshooting, and auditing more difficult.

results of operations and cash flows.

We continue to monitor the impact of the OECD's tax reform initiatives as countries implement legislation and the OECD provides additional guidance.

We refer generally to taxes on travel transactions (e.g., value-added taxes, sales taxes, excise taxes, hotel occupancy taxes, etc.) as "travel transaction taxes." Changing value-added tax regulation such as the VAT in the digital age proposal in the EU could increase complexity and costs associated with compliance.

Additionally, jurisdictions have initiated, and may in the future initiate, legal proceedings against us and other OTCs related to the payment of certain travel transaction taxes (including historical or prospective taxes, interest, penalties, punitive damages, and/or attorney's fees and costs).

Although we believe we do not owe the taxes claimed, litigation is uncertain and an adverse outcome could result in liabilities for past and/or future bookings, which could adversely affect our business, profit margins, and results of operations.

The risk factors section below contains a description of the significant risks facing our Company and should be carefully considered in full.

- Adverse changes in relationships with travel service providers and restaurants and other third parties on which we are dependent;

For a discussion of occupancy rates and ADRs, see Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Trends.

For example, during the COVID-19 pandemic, we saw a shift in favor of domestic travel and alternative accommodations, which benefited competitors more established in those areas.

Meta-search services aggregate travel search results for the consumer's specific itinerary across travel service providers, OTCs, and other online platforms and compete directly with us for customers.

Google leverages its general search business to compete with Kayak by showing its own meta-search results at the top of its organic search results, and offers its meta-search services free to travel service providers.

We compete with constantly evolving online and/or mobile application platforms.

As such, companies like Airbnb and Vrbo (owned by Expedia) compete directly with our accommodations businesses.

It is increasingly important to offer travel services at competitive prices, whether through discounts, coupons, closed-user group rates or loyalty programs, increased flexibility in cancellation policies, or otherwise.

percentage of gross bookings.

Without taking into consideration the recent declines caused by the COVID-19 pandemic, these growth rates had generally declined over time as the absolute level of our gross bookings increased and online travel growth rates declined.

Such restrictions could make our entry into and expansion in those markets difficult or impossible, require that we work with a local partner, or result in higher operating costs.

If occupancy rates increase, accommodation providers often limit the amount of business that flows through certain distribution channels.

In addition, the potential harm to our business and results of operations is greater if any significant partners declare bankruptcy or close.

Moreover, to the extent partners withdraw from Kayak's meta-search services, consumers may not view us as a reliable source of comprehensive travel service information and fewer consumers are likely to utilize our meta-search websites, which would have a negative impact on our advertising revenue and results of operations.

If the logic determining placement and

The Company could be required to pay amounts in excess of the partner liability policy limit.

For additional discussion regarding the Digital Services Act, see - "*Our business is subject to various competition/anti-trust, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business by legislators and regulators in these areas may intensify."* Some jurisdictions have adopted or are considering legal restrictions that prohibit owners and managers from renting certain properties for fewer than a stated number of consecutive days or for more than an aggregate total number of days per year or that require online platforms, owners or managers to obtain a license to rent or list alternative accommodations.

From time to time, we are subject to inquiries related to compliance with alternative accommodation legal requirements that we may not be able to respond to in a timely manner or in full satisfaction.

As governments adopt new legal requirements related to alternative accommodations, we are unable to predict what effect they may have on our business.

Additionally, many factors could cause consumers to increase their shopping activity before making a travel purchase.

Increased shopping activity impedes our marketing efficiency and effectiveness because traffic becomes less likely to result in a reservation through our platforms, and such traffic is more likely to be obtained through paid marketing channels than through direct channels.

See - "*Consumer adoption and use of mobile devices creates challenges and may enable device companies such as Google and Apple to compete directly with us*."

We are working toward enhancing our payments capabilities, including by offering alternative payment solutions to consumers even when those payment solutions may not be accepted by the travel service provider or restaurant.

In many markets, alternative payment methods are the exclusive or preferred means of payment for many consumers.

pace may slow.

For example, the development, adoption, and uses for AI technologies, which we are incorporating into certain of our offerings, are still in their early stages and the regulatory framework for its use is uncertain.

Additionally, the output produced by these models may be inaccurate, misleading, discriminatory, offensive, illegal or otherwise harmful.

These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.

Our performance is largely dependent on the talents and efforts of highly skilled individuals, including key senior management in the United States, Europe, and Asia.

We may not be able to retain the services of key employees, the loss of whom could harm our business and competitive position.

There may continue to be operational and workplace cultural challenges that may adversely affect our business, including talent retention, in connection with changes to work environments due to the COVID-19 pandemic.

*Consumer adoption and use of mobile devices creates challenges and may enable device companies such as Google and Apple to compete directly with us.*

Widespread adoption of mobile devices, particularly smartphones, coupled with the web browsing functionality and development of apps available on these devices, continues to drive substantial online traffic and commerce to mobile platforms.

We have experienced a significant shift of business, both direct and indirect, to mobile platforms, and we believe that mobile bookings are necessary to maintain and grow our business as consumers increasingly turn to mobile devices instead of a personal computer.

Given the device sizes and technical limitations of smartphones, mobile consumers may not be willing to download multiple apps providing a similar service and instead prefer to use one or a limited number of apps for their mobile travel and restaurant reservation activity.

As a result, the consumer experience with mobile apps as well as brand recognition and loyalty are critical.

It is increasingly important for us to provide consumers with an appealing, easy-to-use mobile platform experience and that the features of our mobile platforms are competitive.

As the primary smartphone manufacturers, Google and Apple could leverage their operating systems to give a competitive advantage to their services that overlap with ours.

We rely heavily on Google and Apple's app stores to provide our mobile apps to users, and each of Google and Apple have more experience developing mobile apps and access to greater resources than us.

We calculate constant currency [removed: by] [added: based on the predominant transactional currency in each country,] converting our current year [removed: operating and financial] results [removed: for transactions recorded] in currencies other than U.S. Dollars using the corresponding prior year monthly average exchange [removed: rates rather than the current year monthly average exchange rates.][added: rates.]

We aim to provide consumers with a best-in-class experience offering the travel choices they want, with tailored [removed: language,] [added: planning,] payment, [added: language,] and other options, seamlessly connecting them with our travel service provider partners.

See Note [removed: 1] [added: 6] to our Consolidated Financial Statements for [removed: information on our operating segments.][added: additional information.]

See Note 17 to our Consolidated Financial Statements for information related to [removed: revenue] [added: revenues] by geographic area.

We also earn revenues from advertising services, restaurant [removed: reservations] [added: reservation] and [removed: restaurant] management services, [removed: and other services, such as] travel-related insurance [added: offerings, and other] services.

[removed: In 2023,] [added: Our] global room nights [added: in 2024] increased [removed: 17%] [added: 9%] year-over-year driven primarily by [removed: the continued recovery in Asia and strong] [added: healthy] travel demand in [removed: Europe.][added: Europe and Asia.]

[removed: In 2023, we] [added: We] saw the booking window expand [added: in 2024] compared to [removed: 2022,] [added: 2023,] which benefited year-over-year room night [removed: growth in 2023.][added: growth.]

[removed: Excluding] [added: When excluding] room nights [removed: for bookers going to and] from [removed: Israel,] [added: bookers in Israel in each comparable period,] our overall room nights [removed: were up 11%] [added: for the full year 2024 increased 9%] year-over-year.

Quarterly Room Nights and Change versus the prior [removed: year and 2019][added: year]

[removed: Room Nights (millions).jpg](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng-20231231_g5.jpg)][added: ]

[removed: Change vs. PY (v3_1.26.2024).jpg](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng-20231231_g6.jpg)][added:  ]

[removed: Change vs. 2019.jpg](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng-20231231_g7.jpg)][added: ]

The cancellation rate in [removed: 2023] [added: 2024] was in line with the prior year.

Because we recognize [removed: revenue] [added: revenues] from bookings when the traveler checks in, our reported [removed: revenue is] [added: revenues are] not at risk of being reversed due to cancellations.

Increases in cancellation rates can negatively impact our marketing efficiency as a result of incurring performance marketing [removed: expense] [added: expenses] at the time a booking is made even though that booking could be canceled in the future if it was booked under a flexible cancellation policy.

[removed: There are many] [added: Such] factors [removed: in addition to cancellation rates that contribute to marketing efficiency including average daily rates ("ADRs"),] [added: include ADRs,] costs per click, [added: cancellation rates,] foreign currency exchange rates, our ability to convert paid traffic to [removed: bookings,] [added: booking customers, and] the timing and effectiveness of our brand marketing [removed: campaigns, and the extent to which consumers come directly to our platforms for bookings.][added: campaigns.]

The [removed: revenue] [added: revenues] earned on a transaction [removed: from] [added: on] a mobile [removed: device] [added: app] may be less than a typical desktop transaction as we see different consumer purchasing patterns across devices.

For example, accommodation reservations made on a mobile [removed: device] [added: app] typically are for shorter lengths of stay and have lower accommodation ADRs.

[removed: We] [added: The significant majority of room nights booked on our mobile apps are direct, and we] continue to see favorable repeat direct booking behavior from consumers in our mobile apps, which allow us more opportunities to engage directly with consumers.

[removed: The increase in our] [added: Our] global ADRs [removed: in 2023 as compared to 2022, was] [added: were] negatively impacted by [removed: approximately three percentage points from changes in geographical mix in our business driven primarily by] a higher mix of room nights from Asia, which is a lower ADR [removed: region, and a lower mix of room nights from North America, which is a higher ADR] region.

It is difficult to predict what the trend in industry ADRs will [removed: look like going forward.][added: be in the future.]

We focus on relentless innovation to grow our business by providing a best-in-class user experience with intuitive, easy-to-use online platforms that aim to exceed the expectations of [removed: online] consumers.

We [removed: expect] [added: believe] these [removed: efforts to] [added: improvements will] benefit [removed: our] revenue growth [removed: over time,] [added: and marketing efficiency in the future,] however, to the extent our non-accommodation services [removed: (e.g., airline ticket reservation services)] have lower margins and increase as a percentage of our total business, our operating margins may be negatively affected.

The mix of our [added: total] gross bookings generated on a merchant basis was [removed: 54%] [added: 63%] in [removed: 2023,] [added: 2024,] an increase from [removed: 44%] [added: 54%] in [removed: 2022.][added: 2023.]

Our total marketing expenses, which are comprised of performance and brand marketing expenses that are substantially variable in nature, were [removed: $6.8] [added: $7.3] billion in [removed: 2023,] [added: 2024,] up [removed: 13%] [added: 7%] versus [removed: 2022] [added: 2023] as a result of the [removed: improving] [added: year-over-year growth in travel] demand [removed: environment] and our efforts to invest in [removed: marketing, partially offset by a year-over-year improvement in performance marketing returns on investment ("ROIs") and a higher share of room nights booked by consumers coming directly to our platforms.][added: marketing.]

[added: Our performance marketing expenses,] which [removed: represents] [added: represent] a substantial majority of our marketing expenses, [removed: is] [added: are] primarily related to the use of online search engines (primarily Google), affiliate marketing, [added: meta-search,] and [removed: meta-search services] [added: social media channels] to generate traffic to our platforms.

Our brand marketing [removed: expense is] [added: expenses are] primarily related to costs associated with producing and airing digital branding and television advertising.

Although it is difficult to predict how [removed: performance marketing] ROIs will change in the future, ROIs could be negatively impacted by increased levels of competition and other factors.

Marketing expenses as a percentage of total gross bookings in [removed: 2023] [added: 2024] were lower than in [removed: 2022] [added: 2023] due to [removed: higher performance marketing ROIs and] an increase in the share of room nights booked by consumers coming directly to our [removed: platforms.][added: platforms, lower brand marketing expenses, and higher performance marketing ROIs, partially offset by increased spend in social media channels.]

See Part I, Item 1A, Risk Factors \- "*We face risks relating to our marketing [removed: efforts.*"] [added: efforts*"] and "*We are dependent on travel service providers, restaurants, search platforms, and other third parties.*"

[removed: Booking.com had approximately 3.4 million] [added: At December 31, 2024, the total] properties on [removed: its] [added: Booking.com's] website [removed: at December 31, 2023, consisting] [added: consisted] of [removed: over 475,000 hotels, motels, and resorts and over 2.9] [added: approximately 3.5] million alternative accommodation properties (including homes, apartments, and other unique places to [removed: stay), representing an increase from over 2.7 million properties at December 31, 2022.][added: stay) and approximately 500,000 hotels, motels, and resorts.]

The mix of Booking.com's room nights booked for alternative accommodation properties in [removed: 2023] [added: 2024] was approximately [removed: 33%,] [added: 35%,] up versus approximately [removed: 30%] [added: 33%] in [removed: 2022.][added: 2023.]

We have observed a longer-term trend of an increasing mix of room nights booked for alternative accommodation properties as consumer demand for these types of properties has grown, and as we have increased the number and variety of [removed: them] [added: these properties] on Booking.com.

We may experience lower profit margins due to additional costs, such as increased customer service or certain partner related costs, related to offering alternative [removed: accommodations on our platforms.][added: accommodations.]

Although we believe that providing an extensive collection of properties, excellent customer service, and an intuitive, easy-to-use consumer experience are important factors influencing a consumer's decision to make a reservation, for many consumers, the price of the travel service is the primary factor determining whether [removed: a consumer will] [added: to] book.

Discounting and couponing (i.e., merchandising) occurs across [removed: all of] the major regions in which we operate, particularly in Asia.

As a result, it is [removed: increasingly] important to offer travel [removed: services, such as accommodation reservations,] [added: services] at a competitive price, whether through discounts, coupons, closed-user group rates or loyalty programs, increased flexibility in cancellation policies, or otherwise.

These initiatives have resulted and, in the future, may result in lower ADRs and lower [removed: revenue] [added: revenues] as a percentage of gross bookings.

Many taxing authorities [removed: are increasingly focused on ways] [added: seek] to increase tax revenues and have targeted large multinational technology companies in these efforts.

[removed: As a result, many countries and some U.S. states] [added: Many jurisdictions] have implemented or are considering the adoption of a digital services tax or similar tax that imposes a tax on [removed: revenue] [added: revenues] earned from digital advertisements or the use of online platforms, even when there is no physical presence in the jurisdiction.

Our global room nights in the fourth quarter of 2024 were 13% higher than the fourth quarter of 2023 which was negatively impacted by the Israel-Hamas war.

When excluding room nights from bookers in Israel in each comparable period, our overall room nights in the fourth quarter of 2024 increased 12% year-over-year.

Full Year Room Nights and Change versus the prior year

In 2024, our global average daily rates ("ADRs") on a constant currency basis were about in line with the prior year.

Excluding the changes in regional mix, our global ADRs on a constant currency basis increased year-over-year by about 1%.

We believe these efforts will help improve traveler loyalty, frequency, and mix of direct bookings over time.

Our mobile app is an important platform for experiencing the Connected Trip since the app travels with the traveler.

The mix of our room nights booked on a mobile app in 2024 was a low-fifties percentage, up from a high-forties percentage in 2023.

In 2024, the incremental revenues from facilitating payments were greater than the associated incremental variable expenses.

Marketing efficiency, expressed as marketing expenses as a percentage of gross bookings, and performance marketing returns on investment ("ROIs") are impacted by a number of factors that are in some cases outside of our control.

The mix of our total room nights booked by consumers coming directly to our platforms was a mid-fifties percentage in 2024, and was a higher percentage of room nights if we exclude the room nights booked through affiliate programs (i.e., business-to-business).

Both of these percentages increased year-over-year, which benefited our marketing efficiency versus 2023.

Booking.com had approximately 4.0 million total properties on its website at December 31, 2024, representing an increase from approximately 3.4 million total properties at December 31, 2023.

To create room for these investments, we intend to continue to look for ways to optimize our expenses.

In November 2024, we announced our intention to implement certain organizational changes, including modernizing processes and systems, initiating an expected workforce reduction, optimizing procurement, and seeking real estate savings (the "Transformation Program").

We believe it is important to make these organizational changes in order to drive further expense efficiency, create room for reinvestment in projects and initiatives that will support the growth of our business over the long run, and further improve our organizational agility.

We expect the Transformation Program to ultimately deliver about $400 to $450 million in annual run rate savings over the next three years as compared to our 2024 expense base.

We are in the early stages of this program and we expect the majority of the run rate savings to be achieved after 2025.

We expect that restructuring costs and accelerated investments related to the Transformation Program will be incurred in the next two to three years and are estimated to be, in the aggregate, approximately one times the expected annual run rate savings.

For example, the European Commission designated the Company as a gatekeeper under the Digital Markets Act in 2024 and Booking.com as a "Very Large Online Platform" under the Digital Services Act in 2023.

As a result of these designations, we are subject to additional rules and regulations that may not be applicable to our competitors.

- operating income will be lower than the first quarter of 2024, due in part to the negative impact from the shift in Easter timing versus last year, as well as the negative impact from year-over-year changes in foreign currency exchange rates.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Room nights* | | | | | | 1,144 | | | | | | 1049 | | | | | | 9.1 | | % |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | Increase (Decrease) | | |

| | | | | | | | | | | | | | | | | | | | | |

The year-over-year increase in merchant gross bookings in 2024 was also due to strong growth in gross bookings from merchant accommodation reservation services at Agoda and merchant flight reservation services at Booking.com and Agoda.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | Increase (Decrease) | | |

| (in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | | | |

The year-over-year increase in merchant revenues in 2024 was also due to strong growth in revenues from merchant accommodation reservation services at Agoda.

Advertising and other revenues increased in 2024 compared to 2023 due to growth in advertising revenues at Booking.com and growth at OpenTable.

Total revenues as a percentage of gross bookings was 14.3% in 2024, up from 14.2% in 2023 due to an increase in revenues related to facilitating payments, mostly offset by an increase in the mix of flight gross bookings, which have lower revenues as a percentage of gross bookings.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | Increase (Decrease) | | |

Foreign exchange rate fluctuations impacted our year-over-year growth in gross bookings, revenues, and operating expenses for the years ended December 31, 2023 and 2022.

Since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins have not been significantly impacted by currency fluctuations.

Since the second quarter of 2020 and through 2023, changes in accommodation room nights versus the comparable period in 2019 have generally improved as government-imposed travel restrictions due to the COVID-19 pandemic have eased and consumer demand for travel has improved.

In 2022, global room nights were 52% higher than in 2021 and 6% higher than in 2019.

The year-over-year growth in room nights in 2022 was driven primarily by the recovery in Europe, Asia, and Rest of World, as well as by growth in North America.

Our global room nights in 2023 were up about 24% versus 2019.

In March 2022, following Russia's invasion of Ukraine, we suspended the booking of travel services in Russia and Belarus.

This led to the loss of new bookings from bookers in these countries.

Excluding room nights from bookers in Russia, Ukraine, and Belarus in each comparable period, our overall room nights in 2023 were up about 17% versus 2022 and up about 29% versus 2019.

We saw a negative impact on room night growth in the fourth quarter of 2023 due to the Israel-Hamas war, particularly in Israel.

In the fourth quarter of 2023, global room nights increased 9% year-over-year.

There was also some impact on travel trends outside of the country, such as cancellations and a drop in new bookings.

If the conflict continues or expands, it may adversely affect demand for our services, particularly in nearby areas.

![1.

![2.

![3.

We have observed a general improvement in cancellation rates in recent years, though we have seen periods of elevated cancellation rates from time to time.

The mix of our room nights booked for international travel in 2023 was approximately 52%, up versus approximately 46% in 2022 due in part to government-imposed limitations on international travel (travelers booking a stay at a property located outside their own country) in some parts of the world in 2022.

The mix of our room nights booked on a mobile device (including room nights booked on a mobile app or via a mobile website) in 2023 increased compared to 2022.

The mix of our room nights booked on a mobile app in 2023 was approximately 49%, up versus approximately 44% in 2022.

Our global ADRs increased approximately 6% on a constant currency basis in 2023 as compared to 2022, driven primarily by higher ADRs in Europe and Asia.

The year-over-year increase in our global ADRs has resulted in our accommodation gross bookings growing faster than our room nights in 2023.

Our performance marketing expense,

Marketing efficiency, expressed as marketing expense as a percentage of gross bookings, and performance marketing ROIs are impacted by a number of factors that are subject to variability and are in some cases outside of our control, including ADRs, costs per click, cancellation rates, foreign currency exchange rates, our ability to convert paid traffic to booking customers, and the timing and effectiveness of our brand marketing campaigns.

Performance marketing ROIs were higher in 2023 versus 2022 due in part to our ongoing efforts to improve the efficiency of our marketing spend.

The year-over-year increase in total properties was driven primarily by an increase in alternative accommodation properties.

Total revenue as a percentage of gross bookings was negatively impacted by investments in merchandising at Booking.com in 2023 as compared to 2022.

For example, the Digital Markets Act ("DMA") and Digital Services Act ("DSA") give regulators in the EU more instruments to investigate and regulate digital businesses and impose new rules and requirements on platforms designated as "gatekeepers" under the DMA and online platforms more generally, with separate rules for "Very Large Online Platforms" (VLOP) under the DSA.

In early 2023, Booking.com received a VLOP designation notice from the European Commission.

The Company has met the quantitative notification criteria set forth in the DMA and expects to notify the European Commission of that fact within the required deadline.

Certain of the DMA’s requirements will become enforceable later in 2024.

As a result of the DMA, compliance costs may increase and changes to our

products or business practices may be required.

We enter into foreign currency forward contracts 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.

In recent years, our investments in initiatives to drive future growth added pressure on operating margins.

We also intend to broaden the scope of our business, including exploring strategic alternatives such as acquisitions.

The competition for technology talent in our industry is intense.

As a result of the competitive labor market and inflationary pressure on compensation, our personnel expenses to attract and retain key talent have increased, which has adversely affected our results of operations and may adversely affect our results of operations in the future.

See Part I, Item 1A, Risk Factors - "*We rely on the performance of highly skilled employees; and, if we are unable to retain or motivate key employees or hire, retain, and motivate well-qualified employees, our business would be harmed.*"

In July 2021, Yanolja announced a new round of funding which was completed in October 2021 along with certain other transactions.

We have exposure to several types of market [removed: risk:] [added: risk, including] changes in interest rates, foreign currency exchange rates, and equity prices.

See Note 12 to our Consolidated Financial Statements for information about our convertible senior notes [added: due in May 2025 ("May 2025 Notes")] and other debt.

Excluding the effect on the fair value of our convertible senior notes, a hypothetical 100 basis point (1.0%) decrease in interest rates would have resulted in an increase in the estimated fair value of our [removed: other] [added: nonconvertible] debt of approximately [removed: $612] [added: $930] million and [removed: $522] [added: $612] million at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

[removed: Our convertible senior notes due in] [added: The] May 2025 [added: Notes] are currently convertible at the option of the holder.

[removed: If] [added: As of November 1, 2024, at maturity,] the note holders [removed: exercise their option to convert, we deliver cash] [added: are entitled] to [removed: repay] [added: repayment of] the principal amount of the [removed: notes and deliver shares of common stock or] [added: May 2025 Notes in] cash, [removed: at our option,] [added: and if they exercise their option] to [removed: satisfy] [added: convert, they are entitled to cash payment for] the conversion [added: premium, which is the conversion] value in excess of the principal amount.

For example, our total gross bookings increased by [removed: 24%] [added: 10%] in [removed: 2023] [added: 2024] as compared to [removed: 2022,] [added: 2023,] but without the impact of changes in foreign currency exchange rates our total gross bookings increased year-over-year on a constant-currency basis by approximately [removed: 25%.][added: 11%.]

Our total revenues increased by [removed: 56% for the year ended December 31, 2022] [added: 11% in 2024] as compared to [removed: the year ended December 31, 2021,] [added: 2023,] but without the impact of changes in foreign currency exchange rates, our total revenues increased year-over-year on a constant-currency basis by approximately [removed: 71%.][added: 12%.]

See Notes 6, 12, and [removed: 19] [added: 18] to our Consolidated Financial Statements and [added: Part II,] Item 7.

See Notes 5 and 6 to our Consolidated Financial Statements for information about our investments in equity securities of publicly-traded companies and private [removed: companies.][added: entities.]

Our investments in private [removed: companies] [added: entities] are measured at cost less impairment, if any.

A hypothetical 10% decrease in the fair values at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] of our investments in equity securities of publicly-traded companies and private [removed: companies] [added: entities] would have resulted in a loss, before tax, of approximately [removed: $45] [added: $55] million and [removed: $220] [added: $45] million, respectively, being recognized in net income.

During the year ended December 31, 2024, we paid $198 million in aggregate upon the conversion of the May 2025 Notes at the note holders' option.

We aim to provide consumers with a best-in-class experience offering the travel choices they want, with tailored [removed: language,] [added: planning,] payment, [added: language,] and other options, seamlessly connecting them with our travel service provider partners.

[removed: Business Brand and Services Table.jpg](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng-20231231_g1.jpg)][added: ]

We are proud that, despite [added: ongoing] challenges to our global community such as the wars in Ukraine and the Middle East and the impact of inflation, we continued our efforts to make our brands the most trusted and convenient platforms for consumers and partners, including:

- achieving record annual room nights in [removed: 2023;][added: 2024;]

- continuing to increase [removed: room nights and] brand awareness in key markets such as the [added: U.S., including through high-profile sponsorships in the] U.S.;

- [removed: strongly] growing our alternative accommodations offering;

- improving our loyalty programs, particularly [added: by expanding] the Genius program at [removed: Booking.com, and increasing our focus on value for our consumers;][added: Booking.com into more travel verticals;]

- further integrating [added: generative] artificial intelligence [removed: ("AI")] [added: ("Gen AI")] technology into our [removed: offerings;][added: offerings to add value for consumers and partners;]

We derive substantially all of our revenues from providing online travel reservation services, which facilitate online travel purchases [removed: between] [added: by travelers from] travel service providers [removed: and travelers] (which we generally refer to as [removed: "partners"] [added: "consumers"] and [removed: "consumers,"] [added: "partners,"] respectively).

We also earn revenues from advertising services, restaurant [removed: reservations,] [added: reservation] and [removed: various other] [added: management] services, [removed: such as] travel-related insurance [added: offerings,] and [removed: restaurant management] [added: other] services.

For the year ended December 31, [removed: 2023,] [added: 2024,] we had revenues of [removed: $21.4] [added: $23.7] billion, which we classify as "merchant" revenues, "agency" revenues, and "advertising and other" revenues.

Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers, including the [added: contra-revenue] impact of merchandising, less the amount owed to travel service providers); [added: revenues from facilitation of payments such as] credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues.

- Advertising and other revenues are derived primarily from (a) revenues earned by KAYAK for sending referrals to online travel companies ("OTCs") and travel service providers and for advertising placements on [removed: its] [added: our] platforms and (b) revenues earned by OpenTable for its restaurant reservation services and subscription fees for restaurant management services.

- offering platforms, tools, and insights to our business partners to [removed: help them be successful;] [added: drive mutual growth;] and

Provide the best consumer experience. We [removed: focus on providing] [added: endeavor to provide] consumers with: (a) personalized and easy-to-use online travel services; (b) a comprehensive selection of travel and payment options; (c) informative and useful content; (d) excellent customer service; and (e) value through competitive prices and loyalty programs.

We believe that [removed: our development] [added: the growth] of [added: our] payments capabilities across the Company removes friction from the booking process and delivers additional value for [removed: travelers.][added: travelers and partners.]

In the near term, we are focused on providing consumers the ability to build a complete travel itinerary [removed: on our platforms by, for example,] [added: by] enabling them to [removed: book convenient ground transportation] [added: travel] to [removed: coincide with] their [added: destination by] flight [removed: arrival] or [removed: attractions near their accommodation, and developing] [added: rental car, make] a [removed: generative AI assisted trip planner.][added: reservation with one of our accommodation partners, and experience an attraction while on their trip.]

We [removed: endeavor] [added: strive] to provide excellent customer service, including through call centers and online platforms and the use of [removed: chatbots and other technologies.][added: virtual assistants.]

[removed: They also benefit from our] trusted brands and marketing efforts, expertise in offering an excellent consumer experience, and ability to offer their inventory in markets and to consumers that they may otherwise be unable or unlikely to reach, for instance due to language or payments services we can offer on their behalf.

Operate multiple brands. [removed: We operate multiple brands, which allows] [added: Our brands allow] us to [removed: provide] [added: offer] numerous [removed: service offerings,] [added: services,] appeal to different consumers, pursue distinct marketing and business strategies, encourage experimentation and innovation, and focus on specific markets or geographies.

We continue to optimize collaboration among our brands to provide consumers with [removed: the most] comprehensive and value-oriented services, [removed: sharing] [added: share] resources and technological [removed: innovations among our brands] [added: innovations,] and [removed: co-developing] [added: co-develop] new services.

We also regularly [removed: evaluate,] [added: evaluate] and may [removed: pursue,] [added: pursue] potential strategic acquisitions, partnerships, joint ventures, or investments as part of our long-term business strategy.

At December 31, [removed: 2023,] [added: 2024,] Booking.com offered accommodation reservation services for approximately [removed: 3.4] [added: 4.0] million properties in over 220 countries and territories and in over 40 languages, consisting of [removed: over 475,000] [added: approximately 500,000] hotels, motels, and resorts and [removed: over 2.9] [added: approximately 3.5] million homes, apartments, and other unique places to stay.

Priceline. Priceline is a leader in [removed: the] discount travel [removed: reservation business, offering online travel reservation services] [added: reservations,] primarily in North America, with headquarters in Norwalk, Connecticut.

Priceline offers [removed: consumers hotel,] [added: online accommodation,] flight, [removed: activity,] and rental car reservation services, as well as vacation packages, cruises, [added: activity,] and hotel distribution services for partners and affiliates.

Agoda. Agoda is a leading online accommodation reservation service catering primarily to consumers in the Asia-Pacific region, with headquarters in [removed: Singapore and operations in Bangkok, Thailand, and elsewhere.][added: Singapore.]

Some of our current and potential competitors include the largest global technology companies, which have significantly more customers or users, consumer data, and resources than we do, and may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses, or [removed: generative] [added: Gen] AI capabilities) to compete more effectively with us.

- large online search, social [removed: networking,] [added: media,] and marketplace companies;

- traditional travel agencies, travel management companies, wholesalers, [removed: and] tour [removed: operators;] [added: operators,] and [added: financial institutions;]

- companies offering [removed: technology services and] software solutions [added: and technology services] to travel service [removed: providers.][added: providers; and]

Our [removed: ability to provide our services and any future services] [added: business] is affected by [removed: legal] regulations of governments and regulatory authorities around the world, many of which are evolving and subject to revised [added: and novel] interpretations.

Violations of [removed: any] laws or regulations could result in fines, penalties, and criminal sanctions against us, our officers or employees, and prohibitions on how or where we conduct our [removed: business, which could damage our reputation, brands, global expansion efforts, ability to attract and retain employees and business partners, business, and operating results.][added: business.]

Even if we [removed: comply with these laws and regulations,] [added: are compliant,] doing business in certain jurisdictions or violations of these laws and regulations by the parties with which we conduct business [removed: runs the risk of] [added: risks] harming our reputation and [removed: our] brands.

Regulations that [added: may] impact [removed: our business or our industry] [added: us] include:

- *Data Protection and Privacy*: We have policies and a [removed: global] governance framework to comply with privacy laws that apply to our business, meet evolving stakeholder expectations, and support [removed: business] innovation and growth.

[removed: In the European Union,] [added: Regulations such as] the [added: EU's] General Data Protection Regulation [added: ("GDPR"), the California Consumer Privacy Act] (the [removed: "GDPR") imposes] [added: "CCPA") and other comprehensive state consumer privacy laws impose] significant compliance obligations and costs.

Other [removed: U.S. states and] jurisdictions [removed: globally] have adopted or may adopt similar data protection regulations.

Some [removed: data protection and privacy] [added: of these] laws afford consumers a private right of action against companies like ours for certain statutory violations.

- *Competition, Consumer Protection and Online Commerce*: Competition and consumer protection authorities are increasingly focused on large technology [removed: companies, including in relation to] [added: companies and] the regulation of digital platforms.

The Digital Markets Act ("DMA") and Digital Services Act ("DSA") give [removed: regulators in the] EU [added: regulators] more instruments to investigate and regulate digital businesses and impose [removed: new] rules and requirements on [removed: platforms] [added: online platforms, including those] designated as "gatekeepers" under the [removed: DMA and online platforms more generally,] [added: DMA,] with separate rules for "Very Large Online Platforms" ("VLOPs") under the DSA.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Accommodations | | | Ground Transportation | | | Flights | | | Activities | | | Restaurants | | | Meta Search | | |

| Booking.com | | | ☑ | | | ☑ | | | ☑ | | | ☑ | | | | | | | | |

| Priceline | | | ☑ | | | ☑ | | | ☑ | | | ☑ | | | | | | | | |

| agoda | | | ☑ | | | ☑ | | | ☑ | | | ☑ | | | | | | | | |

| KAYAK | | | | | | | | | | | | | | | | | | ☑ | | |

| OpenTable | | | | | | | | | | | | | | | ☑ | | | | | |

- using Gen AI to drive efficiencies in our operations;

- seeking to more effectively manage operating expenses to increase organizational agility and create more capacity for reinvestment, with plans to continue expense reduction in 2025;

- improving and expanding our flight offering at Booking.com and Agoda, and offering more opportunities for consumers to discover and book Connected Trips; and

These include transactions where travelers book accommodation, rental car, airline reservations, and other travel related services.

We continue to grow our Connected Trip verticals, including 38% year-over-year flight ticket growth in 2024.

We have also launched consumer-facing Gen AI capabilities, including a trip planner, an AI assistant to answer consumer queries, and a price comparison tool.

We believe Gen AI has the potential to enhance our Connected Trip offering.

They also benefit from our

In 2024, we continued our investments in Gen AI to benefit internal productivity and improve the consumer and partner experience.

In 2024, globally Booking.com offered flights in over 55 markets and in-destination tours and activities in 1,700 cities, as well as rental car reservation services in over 42,000 locations and ground transportation services at approximately 1,900 airports.

KAYAK offers its services in over 60 countries and territories.

- companies offering AI agents powered by Gen AI via leveraging e.g., virtual assistants.

The European Commission has designated the Company as a gatekeeper under the DMA for the service provided through Booking.com and Booking.com as a VLOP under the DSA.

Our goal is to attract, develop, and retain highly-skilled talent and to foster opportunities for colleagues to grow and develop their careers.

By cultivating a diverse leadership and workforce that reflects the broad spectrum of people we work with throughout the world, we gain valuable insights from a wide range of backgrounds and experiences that help us understand the needs of our global consumers and partners.

It is critical for our business that we attract and retain the top talent in our industry.

are shared with senior management.

![Item 1.

- improving and expanding our flight offering at Booking.com and extending our partnership with Etraveli Group through at least 2028; and

We also continue to grow verticals such as our flight offering, with 2023 flight ticket growth across the

Company of 58% year-over-year.

In 2023, we expanded our commercial partnership with Etraveli Group to strengthen and accelerate our efforts to build a frictionless global flights offering, and we increased our investments in generative AI functionalities both for internal productivity and in consumer-facing initiatives.

In 2023, Booking.com offered flights in 55 markets and in-destination tours and activities in 1,300 cities around the world.

Booking.com offers online rental car reservation services in approximately 42,000 locations throughout the world and ground transportation services at over 1,900 airports throughout the world, with customer support in over 40 languages.

KAYAK offers its services in over 60 countries and territories, with its largest market in the United States, through various websites including momondo, Cheapflights, and HotelsCombined.

In the United States, the California Consumer Privacy Act (the "CCPA") and the California Privacy Rights Act ("CPRA") impose privacy requirements and rights for consumers in California that will result in additional compliance complexity, risks, and costs.

In 2023, Booking.com received a VLOP designation notice from the European Commission.

The Company has met the quantitative notification criteria set forth in the DMA and expects to notify the European Commission of that fact within the required deadline.

Local jurisdictions around the world have instituted a variety of measures to address the issues of "overtourism" and the impact of tourism on the climate.

As our business evolves, we expect to become subject to existing and new regulations.

recognized from such gross bookings will occur in future quarters.

Our goal is to attract, develop, and retain highly-skilled talent with a significant focus on a diverse workforce operating in an equitable and inclusive environment.

We also retain independent contractors, including to support our customer service, website content translation, and system support functions.

Employees by Geography (as of December 31, 2023)

Diversity, Equity, and Inclusion

Our commitment to diversity, equity, and inclusion means honoring all experiences, valuing all voices, and leading with empathy on our journey to become a more inclusive company.

We strive for our leadership and workforce to reflect the broad spectrum of people we work with throughout the world because we believe this is the best way for us to connect with the viewpoints, backgrounds, and experiences of our customers and partners.

We are committed to pay equity, regardless of gender, race, or ethnicity.

With the help of an independent compensation consultant, we conduct pay equity studies every other year, and in the off years, we work on remediation plans to address outliers.


We encourage equality and inclusivity across our workforce through various initiatives.

As part of our recruitment efforts to ensure that candidate slates are diverse, we use diversity-focused sourcing platforms, we apply an inclusive language tool to job descriptions to attract candidates of all backgrounds, and we hold recruiters accountable for presenting multicultural candidates by tying it to their performance goals.

In addition, we provide training to ensure interviewers consider all candidates objectively.

We have invested in a robust inclusive leadership training program and unconscious bias training for our leaders and we continue to cascade these initiatives further into the organization to ensure that these tenets contribute to our strategy.

Additionally, we are entering our eighth year of operating our Women in Leadership program, which is a Company-wide initiative designed to support the advancement and development of high-performing women within our company with the goal of building and enabling gender diversity in our executive pipeline.

We sponsor various employee resource groups, including those that support the LGBTQ community and its allies, employees with differing physical and mental abilities, the Black and persons-of-color (POC) community, veteran employees, and gender equality, among others.

We are proud of the progress we have made in this space, while recognizing the need for continuous improvement.

For example, while the specifics can vary by brand, in the United States our employee benefit plans generally include: coverage for fertility treatments, gender reassignment surgery, gender-neutral domestic partner benefits, and paid leave for new parents and grandparents, those caring for a loved one, or bereavement.

We create opportunities for employees to grow and build their careers through training and development programs.

Competition for talent in our industry has historically been intense.

However, the proliferation of global working from anywhere policies and the associated increased ability for employees to seek out and switch jobs that may not have been accessible to them previously has heightened the competition for employees even further, particularly software engineers, mobile communications talent, and other technology professionals.

As a result, the competition for talent in our industry combined with inflationary pressure on compensation has caused our expenses to attract and retain key talent to increase.

We recognize that expectations for the ways and places in which employees work have shifted dramatically since 2020.

Each of our brands has taken their own tailored approach to working policies that takes into account geographic location and the needs of current and prospective employees and many have adopted more flexible working location arrangements.

Taking into account employee feedback, our engagement efforts include regular communication touchpoints with the CEO and other senior leaders, mental wellness workshops, and free access to a meditation app and telehealth services.

The results of these efforts are shared with senior management at each of our brands who analyze areas of progress or prioritize areas for improvement in order to encourage and sustain employee engagement.

For more information, see Part I, Item 1A, Risk Factors - "*We rely on the performance of highly skilled employees; and, if we are unable to retain or motivate key employees or hire, retain, and motivate well-qualified employees, our business would be harmed*."

A description of any material legal proceedings to which we are a party is included in [Note [removed: 16](#i12b348851f714a979af30b97926b21e7_181)] [added: 16](#ie43de95e17174135bd4338da6fb8fb7c_184)] to our Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] and is incorporated into this Item 3 by reference.

[added: ☒] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, [removed: 2023][added: 2024]

| [removed: 2.375%] [added: 3.625%] Senior Notes Due [removed: 2024] [added: 2032] | | | | | | BKNG [removed: 24] [added: 32] | | | | | | The NASDAQ Stock Market LLC | | | | | |

The aggregate market value of common stock held by non-affiliates of Booking Holdings Inc. at June 30, [removed: 2023] [added: 2024] was approximately [removed: $97.2] [added: $133.1] billion based upon the closing price reported for such date on the NASDAQ Global Select Market.

For purposes of this disclosure, shares of common stock held by executive officers and directors of Booking Holdings Inc. on June 30, [removed: 2023] [added: 2024] have been excluded because such persons may be deemed to be affiliates of Booking Holdings Inc. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of Booking Holdings Inc.'s common stock was [removed: 34,171,027] [added: 32,815,201] at February [removed: 15, 2024.][added: 13, 2025.]

The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth in this Form 10-K, is incorporated herein by reference from Booking Holdings Inc.'s definitive proxy statement relating to its annual meeting of stockholders to be held on June [removed: 4, 2024,] [added: 3, 2025,] to be filed with the Securities and Exchange Commission within 120 days after the end of Booking Holdings Inc.'s fiscal year ended December 31, [removed: 2023.][added: 2024.]

Booking Holdings Inc. Annual Report on Form 10-K for the Year Ended December 31, [removed: 2023] [added: 2024] Index

| [Special Note Regarding Forward Looking [removed: Statements](#i12b348851f714a979af30b97926b21e7_10)] [added: Statements](#ie43de95e17174135bd4338da6fb8fb7c_10)] | | | | | | [removed: [1](#i12b348851f714a979af30b97926b21e7_10)] [added: [1](#ie43de95e17174135bd4338da6fb8fb7c_10)] | | |

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| [PART [removed: III](#i12b348851f714a979af30b97926b21e7_73)] [added: III](#ie43de95e17174135bd4338da6fb8fb7c_76)] | | | | | | [removed: [60](#i12b348851f714a979af30b97926b21e7_73)] [added: [45](#ie43de95e17174135bd4338da6fb8fb7c_76)] | | |

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| [Consolidated Financial [removed: Statements](#i12b348851f714a979af30b97926b21e7_103)] [added: Statements](#ie43de95e17174135bd4338da6fb8fb7c_106)] | | | | | | [removed: [68](#i12b348851f714a979af30b97926b21e7_103)] [added: [54](#ie43de95e17174135bd4338da6fb8fb7c_106)] | | |

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

| 3.500% Senior Notes Due 2029 | | | | | | BKNG 29A | | | | | | The NASDAQ Stock Market LLC | | | | | |

| 3.250% Senior Notes Due 2032 | | | | | | BKNG 32A | | | | | | The NASDAQ Stock Market LLC | | | | | |

| 3.750% Senior Notes Due 2036 | | | | | | BKNG 36 | | | | | | The NASDAQ Stock Market LLC | | | | | |

| 3.750% Senior Notes Due 2037 | | | | | | BKNG 37 | | | | | | The NASDAQ Stock Market LLC | | | | | |

| 4.000% Senior Notes Due 2044 | | | | | | BKNG 44 | | | | | | The NASDAQ Stock Market LLC | | | | | |

| 3.875% Senior Notes Due 2045 | | | | | | BKNG 45 | | | | | | The NASDAQ Stock Market LLC | | | | | |

| | | | | | | | | | | | | | | | | | |

| [PART I](#ie43de95e17174135bd4338da6fb8fb7c_13) | | | | | | [1](#ie43de95e17174135bd4338da6fb8fb7c_13) | | |

| [PART II](#ie43de95e17174135bd4338da6fb8fb7c_37) | | | | | | [25](#ie43de95e17174135bd4338da6fb8fb7c_37) | | |

| [PART IV](#ie43de95e17174135bd4338da6fb8fb7c_94) | | | | | | [46](#ie43de95e17174135bd4338da6fb8fb7c_94) | | |

| [Signatures](#ie43de95e17174135bd4338da6fb8fb7c_103) | | | | | | [52](#ie43de95e17174135bd4338da6fb8fb7c_103) | | |

| [PART I](#i12b348851f714a979af30b97926b21e7_13) | | | | | | [1](#i12b348851f714a979af30b97926b21e7_13) | | |

| [PART II](#i12b348851f714a979af30b97926b21e7_34) | | | | | | [30](#i12b348851f714a979af30b97926b21e7_34) | | |

| [PART IV](#i12b348851f714a979af30b97926b21e7_91) | | | | | | [60](#i12b348851f714a979af30b97926b21e7_91) | | |

| [Signatures](#i12b348851f714a979af30b97926b21e7_100) | | | | | | [66](#i12b348851f714a979af30b97926b21e7_100) | | |

We are dedicated to [removed: upholding our commitment to our customers, partners, and employees to manage] [added: managing] cybersecurity, privacy, and data protection and security [removed: risk.][added: risks.]

[removed: Our approach involves] [added: We employ] various tools, processes, technologies, and controls to identify and manage such risks.

Identifying, assessing, and managing cybersecurity risk is generally integrated into our overall risk management [removed: systems and] processes.

The Company's internal audit function, with primary oversight by the Audit Committee, assesses key risks facing the [removed: organization across functions] [added: organization, which are reviewed] and [removed: regions.][added: discussed by the Company's management-level risk committee (a multi-disciplinary committee including representation from senior management in the finance, internal audit, and legal functions, among others).]

[removed: Our] [added: The] Cyber Risk Management Policy [added: (the "Policy")] establishes the framework for our cybersecurity risk management and governance.

Our security teams operationalize the Policy across the Company and conduct cyber risk identification, assessment, management, [removed: monitoring, tracking,] and reporting.

Our privacy teams are responsible for identifying, [added: assessing,] managing, and reporting on data protection risks.

We annually measure our security and privacy program maturity against [removed: these] [added: the NIST] frameworks, and engage a [removed: third party] [added: third-party] every other year to assess the current state against these frameworks.

A cross-functional working group of security, privacy, and legal personnel review [added: potentially] significant [removed: incidents to determine if further escalation is appropriate.][added: incidents.]

If an incident could be deemed material, it is escalated, and we consult with outside counsel [removed: during this assessment] as appropriate.

[removed: The] [added: Our] internal audit function [removed: also] performs its own cybersecurity [added: and privacy] audits and reviews certain [removed: cybersecurity-related practices, such as access controls,] [added: related practices] as part of their assessment of our internal control over financial reporting.

Our enterprise-wide information security program is also independently assessed every other year by a third party as part of our enterprise risk management, and [removed: our] [added: the] Cybersecurity Subcommittee reviews the [removed: assessment] findings.

We also depend upon various third parties to process payments for [removed: our transactions around the world.][added: certain transactions.]

These [removed: third party] [added: third-party] business partners, service providers, and consultants need to access our customer and other data, and connect to our computer networks.

We define [removed: expected security] [added: confidentiality, security,] and privacy requirements through our contracting processes [removed: with third parties] and [removed: we] perform third-party cyber risk assessments to monitor [removed: the cyber risk management efforts of] [added: such] third parties as needed.

Although we expend significant resources to protect against security breaches, our existing security measures [added: have not been and] may not be successful in preventing all [removed: attacks on our systems.][added: attacks.]

We have experienced cybersecurity incidents and threats, including malware, phishing, [removed: partner and customer] account takeover attacks, [removed: and] denial-of-service [removed: attacks on our systems.][added: attacks, and inadvertent disclosures of data.]

We do not believe these cybersecurity incidents have had a [removed: materially] [added: material] adverse effect on our Company, including our business strategy, results of operations, or financial condition.

For further discussion, see Part I, Item 1A, Risk Factors - [removed: "*Information] [added: "Information] Security, Cybersecurity, and Data Privacy [removed: Risks.*"][added: Risks."]

The Board and Audit Committee [removed: maintain responsibility] [added: are responsible] for [removed: enterprise risk] oversight related to cybersecurity, privacy, and data protection and security.

The Cybersecurity Subcommittee [added: of the Audit Committee] oversees management's efforts and processes to identify, assess, [removed: manage,] and [removed: monitor] [added: manage] significant cybersecurity and privacy risks and regulatory developments in this area.

[removed: Our] [added: The] cybersecurity and privacy leaders meet with the Cybersecurity Subcommittee to discuss the Company's cybersecurity and data protection risk exposures, including [removed: the] steps management has taken to [removed: monitor] [added: assess] and manage such exposures and their potential impact on the Company's business, operations, and reputation.

The Cybersecurity Subcommittee reports periodically on these matters to the Audit Committee and [added: the] Board.

Our security teams have established procedures for identifying, assessing, and managing, cybersecurity incidents.

However, the cybersecurity threat environment is increasingly challenging, and we, along with the entire digital ecosystem, face a constant and increasing threat.

Risk Management and Strategy

These risks are reviewed and discussed by the Company's management-level risk committee, which is a multi-disciplinary committee including representation from senior management in the finance, internal audit, and legal functions, among others.

Our privacy program is built upon the privacy principles of transparency, purpose, control, security, embedded privacy, and accountability.

The NIST frameworks help us to align our security and privacy functions and provide a risk management approach across the Company.

In addition, our Global

Privacy Advisory Council, consisting of our privacy leaders, leads the development and implementation of strategies to monitor, manage, and remediate privacy risks.

We also maintain a Security Ambassadors program, where employees act as an extension of the Security and Fraud Department to foster a security-focused culture.

Our security teams engage in threat intelligence, predictive modeling, and penetration testing to understand the Company's threat landscape and reduce the risk and impact of cybersecurity incidents.

These teams have established procedures for detecting, managing, and remediating cybersecurity incidents, and processes for personnel to escalate incidents within the organization.

Our internal audit function collaborates with the security teams to participate in an integrated cybersecurity assurance program.

We seek to advance our program maturity in line with our review and management of cybersecurity risks.

The Audit Committee has delegated the primary responsibility for oversight of compliance and risk management efforts and processes related to these matters to the Cybersecurity Subcommittee, which was established in 2023 and is comprised of independent directors.

We believe that our existing facilities are adequate to meet our current requirements, and that suitable additional or substitute space will be available as needed to accommodate any further expansion of [removed: corporate] operations.

At February [removed: 15, 2024,] [added: 13, 2025,] there were approximately [removed: 117] [added: 111] shareholders of record of Booking Holdings Inc.'s common stock.

On January 25, 2024, our Board of Directors [added: (the "Board")] adopted a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock.

Pursuant to the dividend policy, [removed: on February 16,] [added: cash dividends of $1.2 billion were paid during the year ended December 31,] 2024 [removed: our] [added: and in February 2025, the] Board [removed: of Directors] declared a [removed: quarterly] cash dividend of [removed: $8.75] [added: $9.60] per share of common stock, payable on March [removed: 28, 2024] [added: 31, 2025] to stockholders of record as of the close of business on March [removed: 8, 2024.][added: 7, 2025.]

The following graph shows the total stockholder return through December 31, [removed: 2023] [added: 2024] of an investment of $100 in cash on December 31, [removed: 2018] [added: 2019] for our common stock and an investment of $100 in cash on December 31, [removed: 2018] [added: 2019] for (i) the NASDAQ Composite Index, (ii) the Standard and Poor's 500 Index, and (iii) the Research Data Group ("RDG") Internet Composite Index.

[removed: ][added: ]

The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, [removed: 2023] [added: 2024] (in billions, except share and per share data):

| Period | | | | | | Total Number of Shares (or Units) Purchased | | | | | | [removed: Average Price Paid per Share (or] [added: Average Price Paid per Share (or] Unit) (1) | | | | | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | | | | | | | | |

The table above does not include adjustments during the three months ended December 31, [removed: 2023] [added: 2024] to previously withheld share amounts (reduction of [removed: 17] [added: 40] shares) that reflect changes to the estimates of employee tax withholding obligations.

| 2019 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | |

| 2020 | | | | | | 108.45 | | | | | | 144.92 | | | | | | 118.40 | | | | | | 137.32 | | |

| 2021 | | | | | | 116.82 | | | | | | 177.06 | | | | | | 152.39 | | | | | | 134.41 | | |

| 2022 | | | | | | 98.13 | | | | | | 119.45 | | | | | | 124.79 | | | | | | 81.50 | | |

| 2023 | | | | | | 172.72 | | | | | | 172.77 | | | | | | 157.59 | | | | | | 118.93 | | |

| 2024 | | | | | | 244.06 | | | | | | 223.87 | | | | | | 197.02 | | | | | | 158.48 | | |

| October 1, 2024 – | | | | | | 106,814 | | | (2) | | | $ | 4,306 | | | | | 106,814 | | | | | | $ | 8.3 | | | | | (2) | | |

| October 31, 2024 | | | | | | 100 | | | (3) | | | $ | 4,367 | | | | | N/A | | | | | | N/A | | | | | | | | |

| November 1, 2024 – | | | | | | 68,062 | | | (2) | | | $ | 4,995 | | | | | 68,062 | | | | | | $ | 8.0 | | | | | (2) | | |

| November 30, 2024 | | | | | | 3,151 | | | (3) | | | $ | 4,912 | | | | | N/A | | | | | | N/A | | | | | | | | |

| December 1, 2024 – | | | | | | 61,465 | | | (2) | | | $ | 5,127 | | | | | 61,465 | | | | | | $ | 7.7 | | | | | (2) | | |

| December 31, 2024 | | | | | | 251 | | | (3) | | | $ | 5,100 | | | | | N/A | | | | | | N/A | | | | | | | | |

| Total | | | | | | 239,843 | | | | | | | | | | | | 236,341 | | | | | | $ | 7.7 | | | | | | | |

| 2018 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | |

| 2019 | | | | | | 119.24 | | | | | | 136.69 | | | | | | 131.49 | | | | | | 141.93 | | |

| 2020 | | | | | | 129.31 | | | | | | 198.10 | | | | | | 155.68 | | | | | | 194.91 | | |

| 2021 | | | | | | 139.29 | | | | | | 242.03 | | | | | | 200.37 | | | | | | 190.78 | | |

| 2022 | | | | | | 117.00 | | | | | | 163.28 | | | | | | 164.08 | | | | | | 115.68 | | |

| 2023 | | | | | | 205.94 | | | | | | 236.17 | | | | | | 207.21 | | | | | | 168.80 | | |

| October 1, 2023 – | | | | | | 358,082 | | | (2) | | | $ | 2,902 | | | | | 358,082 | | | | | | $ | 15.2 | | | | | (2) | | |

| October 31, 2023 | | | | | | 67 | | | (3) | | | $ | 3,048 | | | | | N/A | | | | | | N/A | | | | | | | | |

| November 1, 2023 – | | | | | | 268,592 | | | (2) | | | $ | 3,034 | | | | | 268,592 | | | | | | $ | 14.3 | | | | | (2) | | |

| November 30, 2023 | | | | | | 2,064 | | | (3) | | | $ | 3,073 | | | | | N/A | | | | | | N/A | | | | | | | | |

| December 1, 2023 – | | | | | | 176,957 | | | (2) | | | $ | 3,362 | | | | | 176,957 | | | | | | $ | 13.7 | | | | | (2) | | |

| December 31, 2023 | | | | | | 780 | | | (3) | | | $ | 3,465 | | | | | N/A | | | | | | N/A | | | | | | | | |

| Total | | | | | | 806,542 | | | | | | | | | | | | 803,631 | | | | | | $ | 13.7 | | | | | | | |

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, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' (Deficit) Equity, and Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021;] [added: 2022;] Notes to our Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

[removed: However, there were no changes] [added: No change] in our internal control over financial reporting [removed: (as such term is defined in Exchange Act Rule 13a-15(f)) that] occurred during the three months ended December 31, [removed: 2023] [added: 2024] that materially affected, or [removed: are] [added: is] reasonably likely to materially affect, our 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, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 22, 2024,] [added: 20, 2025,] expressed an unqualified opinion on those financial statements.

*Changes in Internal Controls.* We continue to monitor changes related to the ongoing implementation of the integration and upgrade of financial systems and processes to determine the impact on internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)).

February 20, 2025

*Changes in Internal Controls.* In 2022, we began a multi-year implementation to integrate and upgrade certain financial systems and processes, including SAP S4 HANA ("SAP").

As a result of these improvements, there were changes to our internal control over financial reporting processes and procedures.

Further, as the phased implementation of SAP continues, there will be additional changes to our processes and procedures that are likely to impact our internal control over financial reporting.

We believe we are taking the necessary steps to monitor and maintain appropriate internal control over financial reporting during this period of change.

While we expect this implementation to strengthen our internal financial controls by automating certain manual processes and standardizing business processes and reporting across our organization, management will continue to evaluate and monitor our internal controls as the implementation continues.

February 22, 2024

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and 13(r) of the Exchange Act

As previously reported in the Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024, the following activities are disclosed as required by Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as amended.

The Company has determined that a limited number of bookings were made through Agoda at accommodations in Iran that were ultimately owned or controlled by the Government of Iran and covered by the travel exemption in applicable U.S. sanctions regulations, as well as one booking at a property that may be owned by a party blocked pursuant to Executive Order No. 13224, for which the travel exemption is not available (the Company has notified, and intends to cooperate with, relevant authorities regarding this booking).

The bookings resulted in gross revenues of approximately $1,000 and no net profit.

Agoda does not intend to continue these activities or transactions.

Rule 10b5-1 Trading Plans

On December 9, 2024, Glenn D.

Fogel, Director, Chief Executive Officer, and President, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell a designated percentage of the net number of the shares resulting from the vesting of his Performance Share Units and Restricted Stock Units.

The trading plan will be effective on May 15, 2025 and end on April 15, 2026.

On November 26, 2024, Peter J.

Millones, Executive Vice President and General Counsel, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 6,502 shares of the Company's common stock with sales starting on May 26, 2026 and ending on May 31, 2027.

None.

Information required by Part III, Item 10 will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] 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, [removed: 2023,] [added: 2024,] 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 filed with this Annual Report on Form 10-K as Exhibit 19.1.

Information required by Part III, Item 11 will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] 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, [removed: 2023,] [added: 2024,] and is incorporated herein by reference.

Information required by Part III, Item 12 will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] 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, [removed: 2023,] [added: 2024,] and is incorporated herein by reference.

Information required by Part III, Item 13 will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] 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, [removed: 2023,] [added: 2024,] and is incorporated herein by reference.

Information required by Part III, Item 14 will be included in our Proxy Statement relating to our [removed: 2024] [added: 2025] 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, [removed: 2023,] [added: 2024,] and is incorporated herein by reference.

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, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' (Deficit) Equity, and Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021;] [added: 2022;] Notes to our Consolidated Financial Statements; Report of Independent Registered Public Accounting Firm; and Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.).

| [removed: Exhibit Number] [added: Exhibit Number] | | | [removed: Description] [added: Description] | | |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000008/ex32restatedcertificateofi.htm)(a)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553118000008/ex32restatedcertificateofi.htm)(a)] | | | Restated Certificate of Incorporation of the Company. | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1075531/0001047469-99-010235.txt)(c)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/0001047469-99-010235.txt)(c)] | | | Specimen Certificate for the Company's Common Stock. | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_1.htm)(d)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_1.htm)(d)] | | | Indenture, dated as of September 23, 2014, between the Company and Deutsche Bank Trust Company Americas, as Trustee. | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1075531/000104746917005098/a2232922zex-4_1.htm)(e)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1075531/000104746917005098/a2232922zex-4_1.htm)(e)] | | | Indenture, dated as of August 8, 2017, between the Company and U.S. Bank National Association, as trustee. | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1075531/000110465914067490/a14-21234_1ex4d1.htm)(f)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1075531/000110465915015804/a15-5077_5ex4d1.htm)(f)] | | | Form of [removed: 2.375%] [added: 1.800%] Senior Note due [removed: 2024.] [added: 2027.] | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1075531/000110465914068530/a14-21505_1ex4d1.htm)(g)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1075531/000110465915016716/a15-5856_1ex4d1.htm)(g)] | | | Officers' Certificate, dated [removed: September 23, 2014,] [added: March 3, 2015,] for the [removed: 2.375%] [added: 1.800%] Senior Notes due [removed: 2024.] [added: 2027.] | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1075531/000110465915015804/a15-5077_5ex4d1.htm)(h)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/1075531/000110465915019192/a15-6140_5ex4d1.htm)(h)] | | | Form of [removed: 1.800%] [added: 3.650%] Senior Note due [removed: 2027.] [added: 2025.] | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/1075531/000110465915016716/a15-5856_1ex4d1.htm)(i)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1075531/000110465915019590/a15-6763_1ex4d1.htm)(i)] | | | Officers' Certificate, dated March [removed: 3,] [added: 13,] 2015, for the [removed: 1.800%] [added: 3.650%] Senior Notes due [removed: 2027.] [added: 2025.] | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019192/a15-6140_5ex4d1.htm)(j)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d1.htm)(j)] | | | Form of [removed: 3.650%] [added: 3.600%] Senior Note due [removed: 2025.] [added: 2026.] | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019590/a15-6763_1ex4d1.htm)(k)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d2.htm)(j)] | | | Officers' Certificate, dated [removed: March 13, 2015,] [added: May 23, 2016,] for the [removed: 3.650%] [added: 3.600%] Senior Notes due [removed: 2025.] [added: 2026.] | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d1.htm)(l)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)(k)] | | | Form of [removed: 3.600%] [added: 3.550%] Senior Note due [removed: 2026.] [added: 2028.] | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)[3](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)(m)] [added: [4.24](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-2.htm)(l)] | | | Form of [removed: 3.550%] [added: 0.500%] Senior Note due 2028. | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d4.htm)[4](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d4.htm)(m)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d4.htm)(k)] | | | Officers' Certificate, dated August 15, 2017, with respect to the 3.550% Senior Notes due 2028. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)[15](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)(bb)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)(z)] | | | Description of the Company's Common Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)[16](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)(bb)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)(z)] | | | Description of the Company's 2.375% Senior Notes due 2024 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)[7](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)(bb)] [added: [4.15](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)(z)] | | | Description of the Company's 1.800% Senior Notes due 2027 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2025notes.htm)[18](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2025notes.htm)(gg)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2025notes.htm)(ee)] | | | Description of the Company's 0.100% Senior Notes due 2025 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2028notes.htm)[19](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2028notes.htm)(gg)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2028notes.htm)(ee)] | | | Description of the Company's 0.500% Senior Notes due 2028 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)[0](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)(z)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)(x)] | | | Form of 4.625% Senior Note due 2030. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)[1](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)(z)] [added: [4.19](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)(x)] | | | Officers' Certificate, dated April 13, 2020, with respect to the 4.625% Senior Notes due 2030. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)[2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)(z)] [added: [4.20](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)(x)] | | | Form of 0.750% Convertible Senior Note due 2025. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)[3](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)(z)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)(x)] | | | Indenture, dated as of April 14, 2020, between Booking Holdings Inc. and U.S. Bank National Association, as trustee. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-1.htm)[4](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-1.htm)(n)] [added: [4.22](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-1.htm)(l)] | | | Form of 0.100% Senior Note due 2025. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-3.htm)[5](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-3.htm)(n)] [added: [4.23](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-3.htm)(l)] | | | Officers' Certificate, dated March 8, 2021, with respect to the 0.100% Senior Notes due 2025. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-2.htm)[26](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-2.htm)(n)] [added: [4.28](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-2.htm)(ff)] | | | Form of [removed: 0.500%] [added: 4.250%] Senior Note due [removed: 2028.] [added: 2029.] | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-4.htm)[7](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-4.htm)(n)] [added: [4.25](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-4.htm)(l)] | | | Officers' Certificate, dated March 8, 2021, with respect to the 0.500% Senior Notes due 2028. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-1.htm)[28](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-1.htm)(hh)] [added: [4.26](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-1.htm)(ff)] | | | Form of 4.000% Senior Note due 2026. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-5.htm)[29](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-5.htm)(hh)] [added: [4.27](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-5.htm)(ff)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.000% Senior Notes due 2026. | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-2.htm)[0](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-2.htm)(hh)] [added: [4.30](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-3.htm)(ff)] | | | Form of [removed: 4.250%] [added: 4.500%] Senior Note due [removed: 2029.] [added: 2031.] | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-6.htm)[1](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-6.htm)(hh)] [added: [4.29](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-6.htm)(ff)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.250% Senior Notes due 2029. | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-3.htm)[2](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-3.htm)(hh)] [added: [4.32](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-4.htm)(ff)] | | | Form of [removed: 4.500%] [added: 4.750%] Senior Note due [removed: 2031.] [added: 2034.] | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-7.htm)[3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-7.htm)(hh)] [added: [4.31](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-7.htm)(ff)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.500% Senior Notes due 2031. | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-4.htm)[4](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-4.htm)(hh)] [added: [4.51](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-4.htm)(ss)] | | | Form of [removed: 4.750%] [added: 4.000%] Senior Note due [removed: 2034.] [added: 2044.] | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-8.htm)[5](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-8.htm)(hh)] [added: [4.33](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-8.htm)(ff)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.750% Senior Notes due 2034. | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2026notes.htm)[6](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2026notes.htm)(kk)] [added: [4.34](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2026notes.htm)(ii)] | | | Description of the Company's 4.000% Senior Notes due 2026 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2029notes.htm)[7](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2029notes.htm)(kk)] [added: [4.35](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2029notes.htm)(ii)] | | | Description of the Company's 4.250% Senior Notes due 2029 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2031notes.htm)[38](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2031notes.htm)(kk)] [added: [4.36](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2031notes.htm)(ii)] | | | Description of the Company's 4.500% Senior Notes due 2031 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2034notes.htm)[39](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2034notes.htm)(kk)] [added: [4.37](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2034notes.htm)(ii)] | | | Description of the Company's 4.750% Senior Notes due 2034 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| Exhibit Number | | | Description | | |

| [4.45](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-1.htm)(ss) | | | Form of 3.500% Senior Note due 2029. | | |

| [4.46](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-5.htm)(ss) | | | Officers' Certificate, dated March 1, 2024, with respect to the 3.500% Senior Notes due 2029. | | |

| [4.47](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-2.htm)(ss) | | | Form of 3.625% Senior Note due 2032. | | |

| [4.48](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-6.htm)(ss) | | | Officers' Certificate, dated March 1, 2024, with respect to the 3.625% Senior Notes due 2032. | | |

| [4.49](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-3.htm)(ss) | | | Form of 3.750% Senior Note due 2036. | | |

| [4.50](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-7.htm)(ss) | | | Officers' Certificate, dated March 1, 2024, with respect to the 3.750% Senior Notes due 2036. | | |

| [4.52](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-8.htm)(ss) | | | Officers' Certificate, dated March 1, 2024, with respect to the 4.000% Senior Notes due 2044. | | |

| Exhibit Number | | | Description | | |

| [4.53](https://www.sec.gov/Archives/edgar/data/1075531/000110465924029963/tm246940d5_ex4-9.htm)(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. | | |

| [4.54](https://www.sec.gov/Archives/edgar/data/1075531/000110465924121522/tm2428114d3_ex4-1.htm)(tt) | | | Form of 3.250% Senior Notes due 2032. | | |

| [4.55](https://www.sec.gov/Archives/edgar/data/1075531/000110465924121522/tm2428114d3_ex4-4.htm)(tt) | | | Officers' Certificate, dated November 21, 2024, with respect to the 3.250% Senior Notes due 2032. | | |

| [4.56](https://www.sec.gov/Archives/edgar/data/1075531/000110465924121522/tm2428114d3_ex4-2.htm)(tt) | | | Form of 3.750% Senior Notes due 2037. | | |

| [4.57](https://www.sec.gov/Archives/edgar/data/1075531/000110465924121522/tm2428114d3_ex4-5.htm)(tt) | | | Officers' Certificate, dated November 21, 2024, with respect to the 3.750% Senior Notes due 2037. | | |

| [4.58](https://www.sec.gov/Archives/edgar/data/1075531/000110465924121522/tm2428114d3_ex4-3.htm)(tt) | | | Form of 3.875% Senior Notes due 2045. | | |

| [4.59](https://www.sec.gov/Archives/edgar/data/1075531/000110465924121522/tm2428114d3_ex4-6.htm)(tt) | | | Officers' Certificate, dated November 21, 2024, with respect to the 3.875% Senior Notes due 2045. | | |

| [4.60](https://www.sec.gov/Archives/edgar/data/1075531/000110465924121522/tm2428114d3_ex4-7.htm)(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. | | |

| [4.61](https://www.sec.gov/Archives/edgar/data/1075531/000107553125000010/bkng-ex461xdescriptionofbk.htm) | | | Description of the Company's 3.500% Senior Notes due 2029 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.62](https://www.sec.gov/Archives/edgar/data/1075531/000107553125000010/bkng-ex462xdescriptionofbk.htm) | | | Description of the Company's 3.625% Senior Notes due 2032 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.63](https://www.sec.gov/Archives/edgar/data/1075531/000107553125000010/bkng-ex463xdescriptionofbk.htm) | | | Description of the Company's 3.750% Senior Notes due 2036 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.64](https://www.sec.gov/Archives/edgar/data/1075531/000107553125000010/bkng-ex464xdescriptionofbk.htm) | | | Description of the Company's 4.000% Senior Notes due 2044 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.65](https://www.sec.gov/Archives/edgar/data/1075531/000107553125000010/bkng-ex465xdescriptionofbk.htm) | | | Description of the Company's 3.250% Senior Notes due 2032 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.66](https://www.sec.gov/Archives/edgar/data/1075531/000107553125000010/bkng-ex466xdescriptionofbk.htm) | | | Description of the Company's 3.750% Senior Notes due 2037 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.67](https://www.sec.gov/Archives/edgar/data/1075531/000107553125000010/bkng-ex467xdescriptionofbk.htm) | | | Description of the Company's 3.875% Senior Notes due 2045 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| Exhibit Number | | | Description | | |

| [10.40](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000003/exhibit991goulden.htm)(uu)+ | | | Letter Agreement Amendment, dated January 18, 2024 by and between the Company and David I. Goulden. | | |

| [10.41](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000016/bookingholdings-gouldename.htm)(vv)+ | | | Letter Agreement Amendment, dated April 4, 2024 by and between the Company and David I. Goulden. | | |

| [10.42](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000053/ex991-gouldenletteragreeme.htm)(ww)+ | | | Additional Letter Agreement, dated December 18, 2024, by and between the Company and David I. Goulden. | | |

| [19.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553125000010/exhibit191-insidertradingp.htm) | | | Booking Holdings Inc. Insider Trading Policies and Procedures | | |

| Exhibit Number | | | Description | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| (rr) | | | Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 22, 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). | | |

| (xx) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on April 22, 2024 (File No. 1-36691). | | |

| [4.12](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d2.htm)(l) | | | Officers' Certificate, dated May 23, 2016, for the 3.600% Senior Notes due 2026. | | |

| | | | | | | Date: | | | February [removed: 22, 2024] [added: 20, 2025] | | |

[removed: Goulden,] [added: Steenbergen,] and Peter J.

| /s/ Robert J. Mylod Jr. | | | | | | Director, Chair of the Board | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Glenn D. Fogel | | | | | | Director, Chief Executive Officer and President | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ [removed: David I. Goulden] [added: Ewout L. Steenbergen] | | | | | | Executive Vice President and Chief Financial | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| [removed: David I. Goulden] [added: Ewout L. Steenbergen] | | | | | | Officer (Principal Financial Officer) | | | | | | | | |

| /s/ Susana D'Emic | | | | | | Chief Accounting Officer and Controller | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Mirian Graddick-Weir | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Kelly Grier | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Wei Hopeman | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Charles H. Noski | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Larry Quinlan | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Nicholas J. Read | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Thomas E. Rothman | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Sumit Singh | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Lynn Vojvodich Radakovich | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Vanessa A. Wittman | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) | | | [removed: [69](#i12b348851f714a979af30b97926b21e7_106)] [added: [55](#ie43de95e17174135bd4338da6fb8fb7c_109)] | | |

| Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [72](#i12b348851f714a979af30b97926b21e7_109)] [added: [57](#ie43de95e17174135bd4338da6fb8fb7c_112)] | | |

| Consolidated Statements of Operations for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [73](#i12b348851f714a979af30b97926b21e7_115)] [added: [58](#ie43de95e17174135bd4338da6fb8fb7c_118)] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [74](#i12b348851f714a979af30b97926b21e7_121)] [added: [59](#ie43de95e17174135bd4338da6fb8fb7c_121)] | | |

| Consolidated Statements of Changes in Stockholders' (Deficit) Equity for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [75](#i12b348851f714a979af30b97926b21e7_124)] [added: [60](#ie43de95e17174135bd4338da6fb8fb7c_124)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [76](#i12b348851f714a979af30b97926b21e7_127)] [added: [61](#ie43de95e17174135bd4338da6fb8fb7c_127)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [77](#i12b348851f714a979af30b97926b21e7_130)] [added: [62](#ie43de95e17174135bd4338da6fb8fb7c_130)] | | |

We have audited the accompanying consolidated balance sheets of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, changes in stockholders' (deficit) equity, and cash flows for each of the three years in the period ended December 31, [removed: 2023, including] [added: 2024, and] the related notes and the schedule listed in the Index at Item 15 [removed: (collectively,] [added: (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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] 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 [removed: 22, 2024,] [added: 20, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] 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 [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: Revenue] [added: Revenues] \- Refer to Notes 2 and 3 to the financial statements

Substantially all of the Company’s [removed: revenue is] [added: 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.

[removed: Revenue consists] [added: Revenues consist] of a significant volume of low-dollar transactions utilizing multiple custom systems.

We identified [removed: revenue] [added: 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.

The related liability is included in "Accrued expenses and other current liabilities" in the [removed: consolidated balance sheet] [added: Consolidated Balance Sheets] as of December 31, [added: 2024 and] 2023.

| | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 12,107] [added: 16,164] | | | | | $ | [removed: 12,221] [added: 12,107] | |

| Short-term investments (Available-for-sale debt securities: Amortized cost of $580 [removed: and $176, respectively)] [added: at December 31, 2023)] | | | | | | [removed: 576] [added: —] | | | | | | [removed: 175] [added: 576] | | |

| Accounts receivable, net (Allowance for expected credit losses of [removed: $137] [added: $146] and [removed: $117,] [added: $137,] respectively) | | | | | | [removed: 3,253] [added: 3,199] | | | | | | [removed: 2,229] [added: 3,253] | | |

| Prepaid expenses, net | | | | | | [removed: 644] [added: 587] | | | | | | [removed: 477] [added: 644] | | |

Fogel, Ewout L.

February 20, 2025

| Long-term investments | | | | | | 536 | | | | | | 440 | | |

| Accounts payable | | | | | | $ | 3,824 | | | | | $ | 3,374 | |

| Transformation costs | | | | | | 34 | | | | | | — | | | | | | — | | |

| Net income | | | | | | $ | 5,882 | | | | | $ | 4,289 | | | | | $ | 3,058 | |

| Other comprehensive loss, net of tax | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (123) | | | | | | (123) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,187) | | | | | | — | | | | | | (1,187) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Net income | | | | | | $ | 5,882 | | | | | $ | 4,289 | | | | | $ | 3,058 | |

| Depreciation and amortization | | | | | | 591 | | | | | | 504 | | | | | | 451 | | |

| Loss related to the conversion option on convertible senior notes | | | | | | 796 | | | | | | — | | | | | | — | | |

| Other | | | | | | (476) | | | | | | 142 | | | | | | (478) | | |

| Dividends paid | | | | | | (1,174) | | | | | | — | | | | | | — | | |

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 ASC 815.

Embedded derivatives are measured at fair value, with changes in fair value recognized in the Consolidated Statement of Operations.

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 Accounting Standards Codification ("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.

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

These include the reclassification in the Consolidated Balance Sheet as of December 31, 2023 of certain liabilities aggregating $106 million from "Accounts payable" to "Accrued expenses and other current liabilities" to better reflect the progress of the underlying transactions in the procure-to-pay process.

In fiscal 2024, the Company adopted the accounting standards update that requires additional reportable segment disclosures, including segment revenues, significant expenses, and segment profit or loss.

See Note 17.

*Expense Disaggregation Disclosures*

In November 2024, the Financial Accounting Standards Board ("FASB") issued an accounting standards update that requires the Company to disclose additional information about certain expense categories in the notes to financial statements at interim and annual reporting periods.

In preparation for the adoption of the update, the Company is currently evaluating the impact to its Consolidated Financial Statements and establishing the related processes and internal controls.

REVENUES

Disaggregation of Revenues

| Granted (2) | | | | | | 143,377 | | | | | | $ | 3,530 | | | | | 35,301 | | | | | | $ | 3,660 | |

| Vested | | | | | | (140,299) | | | | | | $ | 2,335 | | | | | (78,692) | | | | | | $ | 2,450 | |

| Forfeited | | | | | | (15,759) | | | | | | $ | 2,830 | | | | | (5,594) | | | | | | $ | 2,617 | |

| Unvested at December 31, 2024 | | | | | | 278,723 | | | | | | $ | 2,994 | | | | | 200,154 | | | | | | $ | 2,779 | |

| Exercised | | | | | | | | | (9,834) | | | | | | $ | 1,411 | | | | | | | | | | | | | |

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Fogel, David I.

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*Critical Audit Matter Description*

*How the Critical Audit Matter Was Addressed in the Audit*

Goodwill - Refer to Notes 2 and 11 to the financial statements

The Company's evaluation of goodwill impairment involves the comparison of the fair value of each of the Company's reporting units to its carrying value.

As it related to the annual impairment test, the Company estimated the fair values using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples of comparable publicly traded companies).

With respect to the income approach, management makes significant estimates and assumptions related to forecasts of future performance, including revenues, operating margins, and discount rates.

Given the significant judgments made by management to estimate the fair value of the OpenTable and KAYAK reporting unit, performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to selection of the discount rates and forecasts of future revenues and operating margins required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the forecasts of future revenues and operating margins and the selection of the discount rates for the OpenTable and KAYAK reporting unit included the following, among others:

- We tested the effectiveness of controls over goodwill impairment evaluation, including those over the forecasts and the selection of the discount rates.

- We evaluated management's ability to accurately forecast 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 within analyst, economist and industry reports of the Company and selected companies in its peer group.

- We considered the impact of industry and market conditions on management's forecasts.

- With the assistance of our fair value specialists, we evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations and developing a range of independent estimates and comparing those to the discount rates selected by management.

- We evaluated the reasonableness of management's forecasts of future cash flows and discount rates utilized in the income approach fair value calculation by comparing the income approach fair value to the market approach fair values.

Commitments and Contingencies - Competition and Consumer Protection Reviews and Other Matters - Refer to Note 16 to the financial statements

The Company has been the subject of an open investigation with Comisión Nacional de los Mercados y la Competencia in Spain (the "CNMC") as to whether certain practices by Booking.com may produce adverse effects for hotels and other online travel companies.

The Company recorded a loss contingency of 486 million Euros ($530 million) in the consolidated statement of operations for the year ended December 31, 2023.

Given the significant judgment made by management to determine both the likelihood and the estimated amount of a loss related to such matters, performing audit procedures to evaluate management's accounting for and disclosure of the loss contingency related to the CNMC matter involved challenging and subjective auditor judgment, including the need to involve professionals in our firm with expertise in Spanish competition law.

Our audit procedures related to the loss contingency related to the CNMC matter included the following, among others:

- We tested the effectiveness of internal controls related to management’s review of the loss contingency and approval of the accounting treatment and related disclosures.

- With the involvement of a professional in our firm with expertise in Spanish competition law, we:

–Inquired of the Company’s internal legal counsel to understand the legal merits and the basis for the Company’s conclusion specific to the likelihood of loss and the estimate of potential loss or range of loss.

–Requested and received written responses from internal and external legal counsel.

–Obtained and evaluated management’s evaluation of the loss contingency, including making inquiries of management to evaluate and corroborate our understanding of information obtained from internal and external legal counsel.

–Read the draft decision from the CNMC and the related response from the Company.

–Evaluated whether the Company’s disclosures were consistent with our testing.

February 22, 2024

| Long-term investments (Includes available-for-sale debt securities: Amortized cost of $576 at December 31, 2022) | | | | | | 440 | | | | | | 2,789 | | |

| Accounts payable | | | | | | $ | 3,480 | | | | | $ | 2,507 | |

| Balance, December 31, 2020 | | | | | | 63,406 | | | | | | $ | — | | | | | (22,447) | | | | | | $ | (24,128) | | | | | $ | 5,851 | | | | | $ | 23,288 | | | | | $ | (118) | | | | | $ | 4,893 | |

| Net unrealized gains on available-for-sale securities, net of tax | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31 | | | | | | 31 | | |

| Net unrealized losses on available-for-sale securities, net of tax | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (12) | | | | | | (12) | | |