Booking Holdings 10-Q 2025-06-30

Filed 2025-07-29. 8 sections, 202K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2025

OR

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

For the transition period from to

Commission File Number: 1-36691

Booking Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware06-1528493
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

800 Connecticut Avenue

Norwalk, Connecticut 06854

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (203) 299-8000

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:Trading Symbol(s)Name of each exchange on which registered:
Common Stock par value $0.008 per shareBKNGThe NASDAQ Global Select Market
4.000% Senior Notes Due 2026BKNG 26The NASDAQ Stock Market LLC
1.800% Senior Notes Due 2027BKNG 27The NASDAQ Stock Market LLC
0.500% Senior Notes Due 2028BKNG 28The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2028BKNG 28AThe NASDAQ Stock Market LLC
4.250% Senior Notes Due 2029BKNG 29The NASDAQ Stock Market LLC
3.500% Senior Notes Due 2029BKNG 29AThe NASDAQ Stock Market LLC
3.125% Senior Notes Due 2031BKNG 31AThe NASDAQ Stock Market LLC
4.500% Senior Notes Due 2031BKNG 31The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2032BKNG 32The NASDAQ Stock Market LLC
3.250% Senior Notes Due 2032BKNG 32AThe NASDAQ Stock Market LLC
4.125% Senior Notes Due 2033BKNG 33The NASDAQ Stock Market LLC
4.750% Senior Notes Due 2034BKNG 34The NASDAQ Stock Market LLC
3.750% Senior Notes Due 2036BKNG 36The NASDAQ Stock Market LLC
3.750% Senior Notes Due 2037BKNG 37The NASDAQ Stock Market LLC
4.125% Senior Notes Due 2038BKNG 38The NASDAQ Stock Market LLC
4.000% Senior Notes Due 2044BKNG 44The NASDAQ Stock Market LLC
3.875% Senior Notes Due 2045BKNG 45The NASDAQ Stock Market LLC
4.500% Senior Notes Due 2046BKNG 46The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐
Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of Common Stock outstanding at July 21, 2025:

Common Stock, par value $0.008 per share32,409,885
(Class)(Number of Shares)

Booking Holdings Inc.

Form 10-Q

For the Three Months Ended June 30, 2025

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements3
Consolidated Balance Sheets at June 30, 2025 (Unaudited) and December 31, 20243
Consolidated Statements of Operations (Unaudited) For the Three and Six Months Ended June 30, 2025 and 20244
Consolidated Statements of Comprehensive Income (Unaudited) For the Three and Six Months Ended June 30, 2025 and 20245
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) For the Three and Six Months Ended June 30, 2025 and 20246
Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2025 and 20248
Notes to Unaudited Consolidated Financial Statements9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations22
Item 3. Quantitative and Qualitative Disclosures About Market Risk33
Item 4. Controls and Procedures33
PART II - OTHER INFORMATION
Item 1. Legal Proceedings34
Item 1A. Risk Factors34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds34
Item 5. Other Information34
Item 6. Exhibits35
SIGNATURES36

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Booking Holdings Inc.

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

June 30, 2025December 31, 2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$17,595$16,164
Accounts receivable, net (Allowance for expected credit losses of $145 and $146, respectively)4,3703,199
Prepaid expenses, net626587
Other current assets672541
Total current assets23,26320,491
Property and equipment, net848832
Operating lease assets593559
Intangible assets, net1,2911,382
Goodwill2,8552,799
Long-term investments559536
Other assets, net1,2751,109
Total assets$30,684$27,708
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable$4,280$3,824
Accrued expenses and other current liabilities4,2086,047
Deferred merchant bookings9,1494,031
Short-term debt9991,745
Total current liabilities18,63615,647
Deferred income taxes36289
Operating lease liabilities517483
Long-term U.S. transition tax liability—257
Other long-term liabilities679199
Long-term debt17,47314,853
Total liabilities37,34131,728
Commitments and contingencies (see Note 13)
Stockholders' deficit:
Common stock, $0.008 par value, Authorized shares: 1,000,000,000 Issued shares: 64,509,961 and 64,276,130, respectively1—
Treasury stock: 32,087,882 and 31,329,265 shares, respectively(51,502)(47,877)
Additional paid-in capital8,0287,707
Retained earnings37,11936,525
Accumulated other comprehensive loss(303)(375)
Total stockholders' deficit(6,657)(4,020)
Total liabilities and stockholders' deficit$30,684$27,708

See Notes to Unaudited Consolidated Financial Statements.

Booking Holdings Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share and per share data)

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Merchant revenues$4,457$3,446$7,375$5,834
Agency revenues2,0442,1443,6083,907
Advertising and other revenues297269577533
Total revenues6,7985,85911,56010,274
Operating expenses:
Marketing expenses2,1391,9393,9163,549
Sales and other expenses8998201,6011,498
Personnel, including stock-based compensation of $154, $140, $296, and $284, respectively8968071,5891,633
General and administrative199112341298
Information technology219183419370
Depreciation and amortization158142312279
Transformation costs38—70—
Total operating expenses4,5484,0038,2487,627
Operating income2,2501,8563,3122,647
Interest expense(418)(264)(1,067)(483)
Interest and dividend income234293475536
Other income (expense), net(962)37(1,220)159
Income before income taxes1,1041,9221,5002,859
Income tax expense209401272562
Net income$895$1,521$1,228$2,297
Net income applicable to common stockholders per basic common share$27.54$44.94$37.59$67.51
Weighted-average number of basic common shares outstanding (in 000's)32,49433,83932,66934,023
Net income applicable to common stockholders per diluted common share$27.43$44.38$37.38$66.60
Weighted-average number of diluted common shares outstanding (in 000's)32,61934,26732,85534,486

See Notes to Unaudited Consolidated Financial Statements.

Booking Holdings Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, including Part I, Item 1A "Risk Factors," as well as our Unaudited Consolidated Financial Statements and accompanying notes and the Section entitled "Special Note Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q. The information on our websites is not a part of this Quarterly Report and is not incorporated herein by reference.

We evaluate certain operating and financial measures on both an as-reported and constant currency basis. We calculate constant currency based on the predominant transactional currency in each country, converting our current-year period results in currencies other than U.S. Dollars using the corresponding prior-year period monthly average exchange rates.

Overview

Our mission is to make it easier for everyone to experience the world. We aim to provide consumers with a best-in-class experience offering the travel choices they want, with tailored planning, payment, language, and other options, seamlessly connecting them with our travel service provider partners. We offer these services through five primary consumer-facing brands: Booking.com, Priceline, Agoda, KAYAK, and OpenTable. See Note 14 to our Unaudited Consolidated Financial Statements for segment reporting and geographic information.

We derive substantially all of our revenues from enabling consumers to make travel service reservations. We also earn revenues from advertising services, restaurant reservation and management services, travel-related insurance offerings, and other services.

Trends

Our global room nights in 2024 increased 9% year-over-year driven primarily by healthy travel demand in Europe and Asia. We saw the booking window expand in 2024 compared to 2023, which benefited year-over-year room night growth.

In the second quarter of 2025, global room nights increased 8% year-over-year, sequentially faster than the 7% growth in the first quarter of 2025. The sequential improvement from the first quarter of 2025 was primarily due to higher year-over-year growth in Asia.

While our second quarter results were strong, we are monitoring the uncertain geopolitical and macroeconomic environment and how it may impact global travel demand. We cannot predict how evolving conditions may affect consumer spending and behavior, travel patterns, our partners, or our ability to conduct our business. We believe our diversified global portfolio of leading travel brands, flexible platforms, and strong financial position would help us to navigate a range of economic scenarios. We continue to take a long-term view, staying focused on delivering value to our travelers and partners, maintaining disciplined cost management, and making strategic investments as appropriate.

Quarterly Room Nights and Change versus the prior year

2895

2897

The cancellation rate in the second quarter of 2025 was slightly lower than the second quarter of 2024. Because we recognize revenues from bookings when the traveler checks in, our reported 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 expenses at the time a booking is made even though that booking could be canceled in the future.

In the second quarter of 2025, our global average daily rates ("ADRs") on a constant currency basis were approximately 1% lower than the prior year. Our global ADRs were negatively impacted by lower ADRs in the U.S. and Asia. Additionally, our global ADRs were negatively impacted by a higher mix of room nights in Asia, which is a lower ADR region, and a lower mix of room nights in the U.S., which is generally a higher ADR region. Excluding the changes in regional mix, our global ADRs on a constant currency basis were flat year-over-year. The year-over-year decrease in our global ADRs on a constant currency basis has resulted in constant currency accommodation gross bookings growing slower than room nights in the second quarter of 2025.

We focus on relentless innovation to grow our business by providing a best-in-class user experience with intuitive, easy-to-use online platforms that aim to exceed the expectations of consumers. We have a long-term strategy to create an ideal traveler experience, offering our customers relevant options and connections at the times and in the language they want them, making trips booked with us seamless, easy, and valuable. We refer to this as the "Connected Trip." The goal of our Connected Trip vision is to offer a differentiated and personalized online travel planning, booking, payment, and in-trip experience for each trip, enhanced by a robust loyalty program that provides value to travelers and partners across all trips. We believe these efforts will help improve traveler loyalty, frequency, and mix of direct bookings over time. We believe these improvements will benefit revenue growth and marketing efficiency in the future, however, to the extent our non-accommodation services have lower margins and increase as a percentage of our total business, our operating margins may be negatively affected.

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 was a mid-fifties percentage over the trailing twelve months ended June 30, 2025, up from a low-fifties percentage over the trailing twelve months ended June 30, 2024. The significant majority of room nights booked on our mobile apps are direct, and we continue to see favorable repeat direct booking behavior from consumers in our mobile apps, which allow us more opportunities to engage directly with them. The revenues earned on a transaction on a mobile 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 app typically are for shorter lengths of stay and have lower accommodation ADRs.

As part of our strategy to provide more payment options to consumers and travel service providers, increase the number and variety of our accommodations, and enable our long-term Connected Trip strategy, Booking.com increasingly processes transactions on a merchant basis, where it facilitates payments from travelers for the services provided. This allows Booking.com to process transactions for travel service providers and to increase its ability to offer secure and flexible transaction terms to consumers, such as the form, currency, and timing of payment. The mix of our total gross bookings generated on a merchant basis was 69% in the second quarter of 2025, an increase from 62% in the second quarter of 2024. We believe that expanding these types of service offerings will benefit consumers and travel service providers, as well as our gross bookings, room night, and earnings growth rates. However, this results in additional expenses for personnel, payment processing, chargebacks (including those related to fraud), and other expenses related to these transactions, which are recorded in "Personnel" expenses and "Sales and other expenses" in our Unaudited Consolidated Statements of Operations, as well as associated incremental revenues (e.g., payment card rebates), which are recorded in "Merchant revenues." To the extent more of our business is generated on a merchant basis, we incur a greater level of these merchant-related expenses, which negatively impacts our operating margins despite increases in associated incremental revenues. Over the trailing twelve months ended June 30, 2025, the incremental revenues from facilitating payments were greater than the associated incremental variable expenses.

We have established widely-used and recognized brands through marketing and promotional campaigns. Our total marketing expenses, which are comprised of performance and brand marketing expenses that are substantially variable in nature, were $2.1 billion in the second quarter of 2025, up 10% versus the second quarter of 2024 as a result of the year-over-year growth in travel demand in the quarter and our efforts to invest in marketing. Our performance marketing expenses, which represent a substantial majority of our marketing expenses, are primarily related to the use of online search engines (primarily Google), affiliate marketing, meta search, and social media channels to generate bookings through our platforms. Our brand marketing expenses are primarily related to costs associated with producing and airing digital branding and television advertising.

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. Such factors include ADRs, costs per click, cancellation rates, foreign currency exchange rates, search engine bidding algorithms, channel mix, our ability to convert paid traffic to booking customers, and the timing and effectiveness of our brand marketing and social media marketing campaigns. In recent years, ROIs have generally been stable. However, ROIs could be negatively impacted by increased levels of competition and other factors. When evaluating our performance marketing spend, we typically consider several factors for each channel, such as the customer experience on the advertising platform, the incremental bookings we receive, and anticipated repeat rates. Marketing efficiency is also impacted by the extent to which consumers book directly with us. The mix of our total room nights booked by consumers coming directly to our platforms was a mid-fifties percentage over the trailing twelve months ended June 30, 2025 and was higher if we exclude the room nights booked through affiliate programs (i.e., business-to-business). The mix of total room nights booked by consumers coming directly to our platforms increased year-over-year, which benefited our marketing efficiency in the second quarter of 2025 versus the second quarter of 2024.

Booking.com had approximately 4.3 million total properties on its website at June 30, 2025, representing an increase from approximately 3.8 million total properties at June 30, 2024. At June 30, 2025, the total properties on Booking.com's website consisted of approximately 3.8 million alternative accommodation properties (including homes, apartments, and other unique places to stay) and approximately 500,000 hotels, motels, and resorts.

The mix of Booking.com's room nights booked for alternative accommodation properties in the second quarter of 2025 was approximately 37%, up versus approximately 36% in the second quarter of 2024. 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 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 accommodations. As our alternative accommodation business grows, these different characteristics may negatively impact our profit margins.

Although we believe that providing an extensive collection of properties, excellent customer service, and an intuitive, easy-to-use platform are important factors influencing a consumer's decision to make a reservation, for many consumers the price of the travel service is the primary factor determining whether to book. Discounting and couponing (i.e., merchandising) occurs across the major regions in which we operate, particularly in Asia. In some cases, our competitors are willing to make little or no profit on a transaction or offer travel services at a loss in order to gain market share. As a result, it is important to offer travel services at a competitive price, whether through discounts, coupons, closed-user group rates or loyalty programs, increased flexibility in cancellation policies, or otherwise. These initiatives have resulted and, in the future, may result in lower ADRs and lower revenues as a percentage of gross bookings.

Over the long term, we intend to continue to invest in marketing and promotion, technology, and personnel, as well as exploring strategic alternatives such as acquisitions, within parameters consistent with efforts to improve long-term operating results. To create room for these investments, we intend to continue to look for ways to optimize our expenses.

Starting in the fourth quarter of 2024, we began the implementation of the previously announced organizational changes that are expected to improve operating expense efficiency, increase organizational agility, free up resources that can be reinvested into further improving our offering to travelers and partners, and better position our business for the long term (the "Transformation Program"). The Transformation Program resulted in approximately $50 million in savings in the first half of 2025. We continue to 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, with the majority of savings expected to be achieved after 2025. We also continue to expect that restructuring costs and accelerated investments related to the Transformation Program will be incurred in the next two to three years and are estimated to be, in the aggregate, approximately one times the expected annual run rate savings.

Many taxing authorities seek to increase tax revenues and have targeted large multinational technology companies. Many jurisdictions, particularly in the EU, have implemented or are considering the adoption of a digital services tax or similar tax that imposes a tax on revenues earned from digital advertisements or the use of online platforms, even when there is no physical presence in the jurisdiction. Rates for these taxes range from 1.5% to 10% of revenues deemed generated in the jurisdiction. We record the applicable digital services taxes in "Sales and other expenses" in the Unaudited Consolidated Statements of Operations. In July 2025, the One Big Beautiful Bill Act (the "BBB Act") made changes to certain international, foreign tax credit, and domestic tax provisions in the United States. We are continuing to evaluate the impact of the BBB Act and it could have a negative impact on our results of operations and cash flows. See Part I, Item 1A, Risk Factors - "We may have exposure to additional tax liabilities" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Increased regulatory focus on large technology companies could result in increased compliance costs or otherwise adversely affect our business. 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. See Part I, Item 1A, Risk Factors - "Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business by legislators and regulators in these areas may intensify" in our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 13 to our Unaudited Consolidated Financial Statements.

Our businesses outside of the U.S. represent a substantial majority of our financial results, but because we report our results in U.S. Dollars, we face exposure to movements in foreign currency exchange rates (principally related to Euros and British Pounds Sterling). See Note 14 to our Unaudited Consolidated Financial Statements for information related to revenues by geographic area. As a result of these movements, the absolute amounts of and percentage changes in our foreign-currency-denominated net assets, gross bookings, revenues, operating expenses, and net income as expressed in U.S. Dollars are affected. Our total revenues increased by approximately 16% in the second quarter of 2025 as compared to the second quarter of 2024, but without the impact of changes in foreign currency exchange rates our total revenues increased year-over-year on a constant currency basis by approximately 12%. Since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins have not been significantly impacted by currency fluctuations.

We generally enter into derivative instruments to minimize the impact of foreign currency exchange rate fluctuations. In addition, we designate certain portions of the aggregate principal value of our Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries. Foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument for accounting purposes are recognized in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations. Such foreign currency transaction gains or losses are dependent on the amount of net assets of the Euro functional currency subsidiaries, the amount of the Euro-denominated debt that is designated as a hedge, and fluctuations in foreign currency exchange rates. See Notes 6, 9, and 15 to our Unaudited Consolidated Financial Statements and Part I, Item 1A, Risk Factors - "We are exposed to fluctuations in foreign currency exchange rates" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Critical Accounting Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our Unaudited Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain of our accounting estimates are important to our financial position and results of operations and require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We use our judgment to determine the appropriate assumptions to be used in the determination of certain estimates and we evaluate our estimates on an ongoing basis. Estimates are based on historical experience, terms of existing contracts, our observance of trends in the travel industry, and on other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates under different assumptions or conditions. For a discussion of our critical accounting estimates for the valuation of investments in private entities, income taxes, and contingencies, see the "Critical Accounting Estimates" section of Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024.

Valuation of Goodwill and other Long-lived Assets

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

We test goodwill for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We test goodwill at a reporting unit level and our annual goodwill impairment tests are performed as of September 30. As of September 30, 2024, we performed our annual goodwill impairment test and concluded that there was no impairment of goodwill.

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

Recent Accounting Pronouncements

See Note 1 to our Unaudited Consolidated Financial Statements, which is incorporated by reference into this Item 2, for details regarding recent accounting pronouncements.

Results of Operations

Three and Six Months Ended June 30, 2025 compared to the Three and Six Months Ended June 30, 2024

Operating and Statistical Metrics

Our financial results are driven by certain operating metrics that encompass the booking and other business activity generated by our travel and travel-related services. See "Results of Operations" in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on our Operating and Statistical Metrics, including room nights, rental car days, airline tickets, and merchant and agency gross bookings.

Room nights, rental car days, and airline tickets reserved through our services were as follows:

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Room nights3092877.7%6275847.4%
Rental car days24229.0%47438.4%
Airline tickets161144.2%332344.5%

Room nights reserved through our services increased year-over-year for the three and six months ended June 30, 2025 driven primarily by increased travel demand in Europe and Asia. Rental car days reserved through our services increased year-over-year for the three and six months ended June 30, 2025 driven primarily by growth in rental car days reserved on Booking.com and Priceline. Airline tickets reserved through our services increased year-over-year for the three and six months ended June 30, 2025 driven primarily by the expansion of flight offerings at Booking.com and Agoda.

Gross bookings resulting from reservations of room nights, rental car days, and airline tickets made through our merchant and agency categories were as follows (numbers may not total due to rounding):

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Merchant gross bookings$32,305$25,83025.1%$63,474$51,59123.0%
Agency gross bookings14,43215,601(7.5)%29,93133,375(10.3)%
Total gross bookings$46,736$41,43112.8%$93,406$84,9669.9%

Merchant gross bookings increased year-over-year and agency gross bookings decreased year-over-year for the three and six months ended June 30, 2025 due primarily to the ongoing shift from agency to merchant bookings at Booking.com. The year-over-year increase in merchant gross bookings during the three and six months ended June 30, 2025 was also due to growth in gross bookings from accommodation reservation services at Agoda and flight reservation services at Booking.com and Agoda.

The year-over-year increase in total gross bookings for the three months ended June 30, 2025 was due primarily to the increase in room nights, a positive impact of foreign exchange rate fluctuations, as well as the positive impact from growth in flight gross bookings, partially offset by a decrease in constant currency accommodation ADRs of approximately 1%.

The year-over-year increase in total gross bookings for the six months ended June 30, 2025 was due primarily to the increase in room nights, the positive impact from growth in flight gross bookings, as well as a positive impact from foreign exchange rate fluctuations.

Flight gross bookings increased 33% and 31% year-over-year for the three and six months ended June 30, 2025, due to airline ticket growth, partially offset by lower average airline ticket prices. Rental car gross bookings increased 13% and 9% year-over-year for the three and six months ended June 30, 2025, due primarily to rental car days growth.

Revenues

See "Results of Operations" in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on our revenues, including merchant, agency, and advertising and other revenues. Substantially all of our revenues are generated by providing online travel reservation services, which facilitate online travel purchases by travelers from travel service providers.

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Merchant revenues$4,457$3,44629.3%$7,375$5,83426.4%
Agency revenues2,0442,144(4.7)%3,6083,907(7.6)%
Advertising and other revenues29726910.7%5775338.4%
Total revenues$6,798$5,85916.0%$11,560$10,27412.5%
% of Total gross bookings14.5%14.1%12.4%12.1%

Merchant revenues increased year-over-year while agency revenues decreased year-over-year for the three and six months ended June 30, 2025 due primarily to the ongoing shift from agency to merchant revenues at Booking.com. Advertising and other revenues increased year-over-year for the three and six months ended June 30, 2025 due to growth at OpenTable and growth in advertising revenues at Booking.com and Agoda. The year-over-year growth in total revenues in the second quarter of 2025 was positively impacted from the shift in the timing of the Easter holiday relative to last year.

Total revenues as a percentage of gross bookings increased year-over-year for the three and six months ended June 30, 2025 due to a positive impact from differences in the timing of booking versus travel and an increase in revenues related to facilitating payments, partially offset by an increase in the mix of flight gross bookings, which have lower revenues as a percentage of gross bookings. The positive impact from differences in the timing of booking versus travel in the second quarter of 2025 was driven by the shift in the timing of the Easter holiday relative to last year. The positive impact from differences in the timing of booking versus travel in the first half of 2025 was driven by the strong growth in gross bookings in the fourth quarter of 2024. A portion of these fourth quarter gross bookings were related to travel in the first half of 2025, which is when the associated revenues were recognized.

Operating Expenses

See Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information about the components of our operating expenses and the related accounting policies.

Marketing Expenses

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Marketing expenses$2,139$1,93910.3%$3,916$3,54910.3%
% of Total gross bookings4.6%4.7%4.2%4.2%
% of Total revenues31.5%33.1%33.9%34.5%

Our marketing expenses, which are substantially variable in nature, increased year-over-year for the three and six months ended June 30, 2025, to help drive additional gross bookings and revenues. Marketing expenses as a percentage of total gross bookings in the three months ended June 30, 2025 were lower than in the three months ended June 30, 2024 due to lower brand marketing expenses and an increase in the share of room nights booked by consumers coming directly to our platforms, partially offset by increased spend in social media channels.

Sales and Other Expenses

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Sales and other expenses$899$8209.8%$1,601$1,4986.9%
% of Total gross bookings1.9%2.0%1.7%1.8%
% of Total revenues13.2%14.0%13.9%14.6%

Sales and other expenses, which are substantially variable in nature, increased year-over-year for the three and six months ended June 30, 2025 due primarily to an increase in merchant transaction costs of $109 million and $136 million, respectively. Merchant transactions increased year-over-year for the three and six months ended June 30, 2025 due primarily to the ongoing shift from agency to merchant transactions at Booking.com. Sales and other expenses as a percentage of total revenues decreased year-over-year for the three and six months ended June 30, 2025 due to lower digital services taxes and other similar taxes, efficiencies in third party customer service costs, as well as lower provisions for expected credit losses, partially offset by the impact of increased merchant transactions, which grew faster than total revenue.

Personnel

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Personnel$896$80711.0%$1,589$1,633(2.7)%
% of Total revenues13.2%13.8%13.7%15.9%

Personnel expenses increased year-over-year for the three months ended June 30, 2025 primarily due to an increase in salary expenses, as well as increases in bonus expense accruals. Personnel expenses decreased year-over-year for the six months ended June 30, 2025 primarily due to a $170 million reduction during the three months ended March 31, 2025 in the accrual related to the Netherlands pension fund matter, partially offset by an increase in salary expenses. Salary expenses increased year-over-year for the three and six months ended June 30, 2025 due to changes in currency exchange rates, as well as a 3% increase in employee headcount to 24,800 employees, from approximately 24,150 as of June 30, 2024.

General and Administrative

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
General and administrative$199$11277.6%$341$29814.6%
% of Total revenues2.9%1.9%2.9%2.9%

General and administrative expenses increased year-over-year for the three and six months ended June 30, 2025 due to the impact of the $78 million reduction in the second quarter of 2024 in the accrual related to the fine imposed by the Spanish competition authority.

Information Technology

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Information technology$219$18319.6%$419$37013.3%
% of Total revenues3.2%3.1%3.6%3.6%

Information technology expenses increased year-over-year for the three and six months ended June 30, 2025 due primarily to an increase in expenses related to cloud computing costs.

Depreciation and Amortization

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Depreciation and amortization$158$14210.9%$312$27911.9%
% of Total revenues2.3%2.4%2.7%2.7%

Depreciation and amortization expenses increased year-over-year for the three and six months ended June 30, 2025 due primarily to increased depreciation of computer equipment, as well as amortization expense related to internally-developed software.

Transformation Costs

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Transformation costs$38$—*$70$—*
  • Not meaningful

See "Trends" above for additional information on the Transformation Program. For the three and six months ended June 30, 2025, Program related costs, which primarily consist of professional fees and employee termination benefits, are recorded in "Transformation costs" in the Unaudited Consolidated Statements of Operations. See Note 17 to our Unaudited Consolidated Financial Statements.

Interest Expense and Interest and Dividend Income

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Interest expense$(418)$(264)58.6%$(1,067)$(483)121.2%
Interest and dividend income234293(20.1)%475536(11.4)%

Interest expense increased year-over-year for the three and six months ended June 30, 2025 primarily due to the amortization of debt discount related to the convertible senior notes (see Note 9 to our Unaudited Consolidated Financial Statements) and the issuance of senior notes in November 2024. Interest and dividend income decreased year-over-year for the three and six months ended June 30, 2025 primarily due to lower interest rates, partially offset by higher money market fund investment balances.

Other Income (Expense), Net

Three Months Ended June 30,Six Months Ended June 30,
(in millions)2025202420252024
Foreign currency transaction (losses) gains (1)$(989)$25$(1,409)$161
Change in fair value of the conversion option of the convertible senior notes (2)5—163—
Net gains (losses) on equity securities (3)211123(5)
Other1133
Other income (expense), net$(962)$37$(1,220)$159

(1) See Note 15 to our Unaudited Consolidated Financial Statements.

(2) See Note 9 to our Unaudited Consolidated Financial Statements.

(3) See Note 5 to our Unaudited Consolidated Financial Statements.

Income Taxes

Three Months Ended June 30,Increase (Decrease)Six Months Ended June 30,Increase (Decrease)
(in millions)2025202420252024
Income tax expense$209$401(47.9)%$272$562(51.7)%
% of Income before income taxes18.9%20.9%18.1%19.7%

See Note 11 to our Unaudited Consolidated Financial Statements for additional information on our income taxes.

Liquidity and Capital Resources

Our primary source of funds for operations is the cash flow that we generate from operations. We use our cash for a variety of needs, including ongoing investments in our business, share repurchases, dividends, repayment of debt, and capital expenditures. Our continued access to sources of liquidity depends on multiple factors. See Part I, Item 1A, Risk Factors - "Our liquidity, credit ratings, and ongoing access to capital could be materially and negatively affected by global financial conditions and events" in our Annual Report on Form 10-K for the year ended December 31, 2024. Our financial results and prospects are almost entirely dependent on facilitating the sale of travel-related services. Marketing expenses, sales and other expenses, and personnel expenses are our most significant operating expenses. See our Unaudited Consolidated Statements of Operations and "Trends" and "Results of Operations" above for additional information. We believe that our existing cash balances, liquid resources, and access to capital markets will be sufficient to fund our operating activities and other obligations in the short term and into the foreseeable future.

Cash, cash equivalents, and investments

At June 30, 2025, we had $18.2 billion in cash, cash equivalents, and investments, of which approximately $13.7 billion is held by our international subsidiaries. Cash, cash equivalents, and long-term investments held by our international subsidiaries are denominated primarily in Euros, U.S. Dollars, and British Pounds Sterling. Our investment policy seeks to preserve capital and maintain sufficient liquidity to meet operational and other needs of the business. See Notes 5 and 6 to our Unaudited Consolidated Financial Statements.

Deferred merchant bookings

Deferred merchant bookings of $9.1 billion at June 30, 2025 includes cash payments received from travelers in advance of us completing our performance obligations and are comprised principally of amounts estimated to be payable to travel service providers as well as our estimated future revenue for our commission or margin and fees. The amounts are mostly subject to refunds for cancellations.

Debt

Our revolving credit facility extends a revolving line of credit up to $2 billion to us. We are in compliance with the maximum leverage ratio covenant under the facility, which is a condition to our ability to borrow.

Our outstanding senior notes at June 30, 2025 had cumulative interest to maturity (based on coupon interest rates) of $5.8 billion, with $690 million payable within the next twelve months.

On July 23, 2025, we announced our intention to utilize the make-whole option to redeem the $1.5 billion 4.625% Senior Notes due in 2030 with settlement in August 2025.

See Note 9 to our Unaudited Consolidated Financial Statements for additional information.

Share repurchases and dividends

In the first quarter of 2025, our Board of Directors (the "Board") authorized a program to repurchase up to $20 billion of our common stock. At June 30, 2025, we had a total remaining authorization of $24.6 billion related to share repurchase programs authorized by the Board.

In July 2025, the Board declared a cash dividend of $9.60 per share of common stock, payable on September 30, 2025 to stockholders of record as of the close of business on September 5, 2025.

See Note 10 to our Unaudited Consolidated Financial Statements for additional information.

Commitments, contingencies, and other

At June 30, 2025, we had, in the aggregate, $1.0 billion of non-cancellable purchase obligations individually greater than $10 million, of which $235 million is payable within the next twelve months. Such purchase obligations relate to agreements to purchase goods and services that are enforceable and legally binding and that specify significant terms, including the quantities to be purchased, price provisions, and the approximate timing of the transaction. At June 30, 2025, we had lease obligations of $767 million, of which $145 million is payable within the next twelve months.

At June 30, 2025, we had a remaining transition tax liability of $257 million as a result of the U.S. Tax Cuts and Jobs Act (the "Tax Act"), which is included in "Accrued expenses and other current liabilities" in the Unaudited Consolidated Balance Sheet. Due to the 2024 U.S. Tax Court decision in Varian Medical Systems, Inc. vs. Commissioner, a portion of our total transition tax liability may be refunded. In accordance with the Tax Act, generally, future repatriation of our international cash will not be subject to a U.S. federal income tax liability as a dividend, but will be subject to U.S. state income taxes and international withholding taxes, which have been accrued by us.

See Note 13 to our Unaudited Consolidated Financial Statements for information related to the standby letters of credit and bank guarantees issued on our behalf.

See Note 13 to our Unaudited Consolidated Financial Statements and Part I, Item IA, Risk Factors - "Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business by legislators and regulators in these areas may intensify" in our Annual Report on Form 10-K for the year ended December 31, 2024 for information related to certain regulatory matters and our other contingent liabilities.

See Note 13 to our Unaudited Consolidated Financial Statements and Part I, Item IA, Risk Factors - "We may have exposure to additional tax liabilities" in our Annual Report on Form 10-K for the year ended December 31, 2024 for information related to certain tax assessments and other tax matters.

See "Trends" above for information on the Transformation Program, including the estimated annual run rate savings and restructuring costs and accelerated investments required for the program.

Cash Flow Analysis

See our Unaudited Consolidated Statements of Cash Flows for additional information related to our cash flows.

Six Months Ended June 30,
(in millions)20252024
Net cash provided by operating activities$6,484$5,229
Net cash (used in) provided by investing activities(179)206
Net cash used in financing activities(5,764)(1,182)

Net cash provided by operating activities for the six months ended June 30, 2025 resulted from net income of $1.2 billion, a favorable net impact from adjustments for non-cash and other items of $2.2 billion, and a favorable net change in working capital and other assets and liabilities of $3.1 billion. Non-cash and other items were principally associated with unrealized foreign currency transaction losses related to Euro-denominated debt, deferred income taxes, adjustments related to the convertible senior notes, depreciation and amortization, stock-based compensation expense, and provision for expected credit losses and chargebacks. For the six months ended June 30, 2025, deferred merchant bookings and other current liabilities increased by $3.8 billion and accounts receivable increased by $1.1 billion, primarily due to higher business volumes. Merchant revenues increased while agency revenues decreased year-over year for the six months ended June 30, 2025 due to the ongoing shift from agency revenues to merchant revenues at Booking.com.

Net cash provided by operating activities for the six months ended June 30, 2024 resulted from net income of $2.3 billion, a favorable net impact from adjustments for non-cash and other items of $602 million, and a favorable net change in working capital and other assets and liabilities of $2.3 billion. Non-cash and other items were principally associated with stock-based compensation expense, depreciation and amortization, unrealized foreign currency transaction gains related to Euro-denominated debt, provision for expected credit losses and chargebacks, and operating lease amortization. For the six months ended June 30, 2024, deferred merchant bookings and other current liabilities increased by $3.3 billion and accounts receivable increased by $830 million, primarily due to increases in business volumes.

Net cash used in investing activities for the six months ended June 30, 2025 resulted from payments for property and equipment. Net cash provided by investing activities for the six months ended June 30, 2024 resulted principally from the maturity of certain investments of $515 million, partially offset with payments for property and equipment of $276 million.

Net cash used in financing activities for the six months ended June 30, 2025 resulted principally from the repurchase of common stock of $3.7 billion, payments of $3.5 billion on the maturity of debt, including the conversion premium on the convertible senior notes, and dividend payments of $631 million, partially offset by the proceeds from the issuance of long-term debt of $2.0 billion. Net cash used in financing activities for the six months ended June 30, 2024 resulted principally from the repurchase of common stock of $3.5 billion and dividend payments of $594 million, partially offset with the proceeds from the issuance of long-term debt of $3.0 billion.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2, and the documents incorporated by reference contain forward-looking statements. These statements reflect our views regarding current expectations and projections about future events and conditions and are based on currently available information. They are not guarantees of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict including the Risk Factors identified in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024; therefore, our actual results could differ materially from those expressed or described in the forward-looking statements.

Expressions of future goals and expectations and similar expressions, including "may," "will," "should," "could," "aims," "seeks," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," and "continue," reflecting something other than historical fact are intended to identify forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the reports and documents we file or furnish from time to time with the Securities and Exchange Commission, particularly our Annual Report on Form 10-K for the year ended December 31, 2024, our subsequent Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have exposure to several types of market risk, including changes in interest rates, foreign currency exchange rates, and equity prices. See Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on our policies and how we manage our exposure to such risks.

See Note 9 to our Unaudited Consolidated Financial Statements for information about our outstanding senior notes. A hypothetical 100 basis point (1.0%) decrease in interest rates, at June 30, 2025, would have resulted in an increase of approximately $1.2 billion in the estimated fair value of our outstanding debt.

We face exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our businesses outside of the U.S., which represent a substantial majority of our financial results, are translated from local currencies (principally Euros and British Pounds Sterling) into U.S. Dollars. For example, our total gross bookings increased year-over-year by 13% and 10% for the three and six months ended June 30, 2025, respectively, 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 9% for both periods. Our total revenues increased year-over-year by 16% and 13% for the three and six months ended June 30, 2025, respectively, but without the impact of changes in foreign currency exchange rates, our total revenues increased year-over-year on a constant currency basis by approximately 12% and 11%, respectively. See Notes 9 and 15 to our Unaudited Consolidated Financial Statements and Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information about foreign currency transaction gains and losses, changes in foreign currency exchange rates, the impact of such changes on the increase in our revenues and operating margins, and our designation of certain portions of our Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries.

See Notes 5 and 6 to our Unaudited Consolidated Financial Statements for information about our investments in equity securities of publicly-traded companies and private entities. A hypothetical 10% decrease in the fair values at June 30, 2025 of our investments in equity securities of publicly-traded companies and private entities would have resulted in a loss, before tax, of approximately $55 million being recognized in net income.

Item 4. Controls and Procedures

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

We continue to monitor changes related to the ongoing integration and upgrade of financial systems and processes to determine the impact on internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). No change in our internal control over financial reporting occurred during the three months ended June 30, 2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

A description of any material legal proceedings to which we are a party, and updates thereto, is included in Note 13 to our Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for the three months ended June 30, 2025, and is incorporated into this Part II, Item 1 by reference thereto.

Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. For a discussion of such risks, please refer to Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information relating to repurchases of our equity securities during the three months ended June 30, 2025:

ISSUER PURCHASES OF EQUITY SECURITIES

PeriodTotal Number of Shares (or Units) PurchasedAverage Price Paid per Share (or Unit) (1)Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (Dollars in Billions)
April 1, 2025 –212,373(2)$4,548212,373$25.0(2) (3)
April 30, 2025263(4)$4,889N/AN/A
May 1, 2025 –48,214(2)$5,22148,214$24.7(2) (3)
May 31, 20252,646(4)$5,080N/AN/A
June 1, 2025 –22,671(2)$5,44222,671$24.6(2) (3)
June 30, 2025426(4)$5,686N/AN/A
Total286,593283,258$24.6

(1) These amounts exclude the 1% excise tax mandated by the Inflation Reduction Act on share repurchases.

(2) Pursuant to a stock repurchase program announced on February 23, 2023, whereby we were authorized to repurchase up to $20 billion of our common stock.

(3) In the first quarter of 2025, the Board of Directors authorized a program to repurchase up to $20 billion of our common stock.

(4) Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation. The table above does not include adjustments during the three months ended June 30, 2025 to previously withheld share amounts that reflect changes to the estimates of employee tax withholding obligations.

Item 5. Other Information

On June 2, 2025, Vanessa Wittman, Director, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 180 shares of the Company's common stock with sales starting on September 15, 2025 and ending on September 15, 2026.

On June 9, 2025, Larry Quinlan, Director, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of 128 shares of the Company's common stock with sales starting on September 8, 2025 and ending on December 31, 2025.

Item 6. Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

Exhibit NumberDescription
3.1(a)Restated Certificate of Incorporation.
3.2(b)Certificate of Amendment of the Restated Certificate of Incorporation, dated as of June 4, 2021.
3.3(c)Amended and Restated By-Laws of Booking Holdings Inc., dated as of April 18, 2024.
4.1(d)Form of 3.125% Senior Note due 2031.
4.2(d)Form of 4.125% Senior Note due 2038.
4.3(d)Form of 4.500% Senior Note due 2046.
4.4(d)*Officers' Certificate, dated May 9, 2025, with respect to the 3.125% Senior Note due 2031 issued pursuant to the Base Indenture.
4.5(d)*Officers' Certificate, dated May 9, 2025, with respect to the 4.125% Senior Note due 2038 issued pursuant to the Base Indenture.
4.6(d)*Officers' Certificate, dated May 9, 2025, with respect to the 4.500% Senior Note due 2046 issued pursuant to the Base Indenture.
4.7(d)Agency Agreement, dated as of May 9, 2025, by and between Booking Holdings Inc., as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee.
31.1Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Ewout L. Steenbergen, the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Ewout L. Steenbergen, the Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104Cover Page Interactive Data File - the cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (included in Exhibit 101).
  • Schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules or similar attachments upon request by the Securities and Exchange Commission.

(a) Previously filed as an exhibit to the Current Report on Form 8-K filed on February 21, 2018 and incorporated herein by reference.

(b) Previously filed as an exhibit to the Current Report on Form 8-K filed on June 4, 2021 and incorporated herein by reference.

(c) Previously filed as an exhibit to the Current Report on Form 8-K filed on April 22, 2024 and incorporated herein by reference.

(d) Previously filed as an exhibit to the Current Report on Form 8-K filed on May 9, 2025 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BOOKING HOLDINGS INC.
(Registrant)
Date:July 29, 2025By:/s/ Ewout L. Steenbergen
Name: Ewout L. Steenbergen Title: Executive Vice President and Chief Financial Officer
(On behalf of the Registrant and as principal financial officer)