Item 1. Financial Statements

Booking Holdings Inc.

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)

						June 30, 2025						December 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)						4,370						3,199
Prepaid expenses, net						626						587
Other current assets						672						541
Total current assets						23,263						20,491
Property and equipment, net						848						832
Operating lease assets						593						559
Intangible assets, net						1,291						1,382
Goodwill						2,855						2,799
Long-term investments						559						536
Other assets, net						1,275						1,109
Total assets						$	30,684					$	27,708
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable						$	4,280					$	3,824
Accrued expenses and other current liabilities						4,208						6,047
Deferred merchant bookings						9,149						4,031
Short-term debt						999						1,745
Total current liabilities						18,636						15,647
Deferred income taxes						36						289
Operating lease liabilities						517						483
Long-term U.S. transition tax liability						—						257
Other long-term liabilities						679						199
Long-term debt						17,473						14,853
Total liabilities						37,341						31,728
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, respectively						1						—
Treasury stock: 32,087,882 and 31,329,265 shares, respectively						(51,502)						(47,877)
Additional paid-in capital						8,028						7,707
Retained earnings						37,119						36,525
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,
						2025						2024						2025						2024
Merchant revenues						$	4,457					$	3,446					$	7,375					$	5,834
Agency revenues						2,044						2,144						3,608						3,907
Advertising and other revenues						297						269						577						533
Total revenues						6,798						5,859						11,560						10,274
Operating expenses:
Marketing expenses						2,139						1,939						3,916						3,549
Sales and other expenses						899						820						1,601						1,498
Personnel, including stock-based compensation of $154, $140, $296, and $284, respectively						896						807						1,589						1,633
General and administrative						199						112						341						298
Information technology						219						183						419						370
Depreciation and amortization						158						142						312						279
Transformation costs						38						—						70						—
Total operating expenses						4,548						4,003						8,248						7,627
Operating income						2,250						1,856						3,312						2,647
Interest expense						(418)						(264)						(1,067)						(483)
Interest and dividend income						234						293						475						536
Other income (expense), net						(962)						37						(1,220)						159
Income before income taxes						1,104						1,922						1,500						2,859
Income tax expense						209						401						272						562
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)						32,494						33,839						32,669						34,023
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)						32,619						34,267						32,855						34,486

See Notes to Unaudited Consolidated Financial Statements.

Booking Holdings Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

						Three Months Ended June 30,												Six Months Ended June 30,
						2025						2024						2025						2024
Net income						$	895					$	1,521					$	1,228					$	2,297
Other comprehensive income (loss), net of tax (1)						84						32						72						(1)
Comprehensive income						$	979					$	1,553					$	1,300					$	2,296

(1) Primarily consists of foreign currency translation adjustments (see Note 12).

See Notes to Unaudited Consolidated Financial Statements.

Booking Holdings Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(In millions, except share data)

						Common Stock												Treasury Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Total
						Shares (in 000's)						Amount						Shares (in 000's)						Amount
Three Months Ended June 30, 2025
Balance, March 31, 2025						64,500						$	1					(31,801)						$	(50,131)					$	7,866					$	36,539					$	(387)					$	(6,112)
Net income						—						—						—						—						—						895						—						895
Other comprehensive income, net of tax						—						—						—						—						—						—						84						84
Exercise of stock options and vesting of restricted stock units and performance share units						10						—						—						—						2						—						—						2
Stock-based compensation						—						—						—						—						160						—						—						160
Repurchase of common stock						—						—						(287)						(1,371)						—						—						—						(1,371)
Dividends						—						—						—						—						—						(315)						—						(315)
Balance, June 30, 2025						64,510						$	1					(32,088)						$	(51,502)					$	8,028					$	37,119					$	(303)					$	(6,657)
Six Months Ended June 30, 2025
Balance, December 31, 2024						64,276						$	—					(31,329)						$	(47,877)					$	7,707					$	36,525					$	(375)					$	(4,020)
Net income						—						—						—						—						—						1,228						—						1,228
Other comprehensive income, net of tax						—						—						—						—						—						—						72						72
Exercise of stock options and vesting of restricted stock units and performance share units						234						1						—						—						14						—						—						15
Stock-based compensation						—						—						—						—						307						—						—						307
Repurchase of common stock						—						—						(759)						(3,625)						—						—						—						(3,625)
Dividends						—						—						—						—						—						(634)						—						(634)
Balance, June 30, 2025						64,510						$	1					(32,088)						$	(51,502)					$	8,028					$	37,119					$	(303)					$	(6,657)

						Common Stock												Treasury Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Loss
						Shares (in 000's)						Amount						Shares (in 000's)						Amount															Total
Three Months Ended June 30, 2024
Balance, March 31, 2024						64,252						$	—					(30,186)						$	(43,330)					$	7,330					$	32,304					$	(356)					$	(4,052)
Net income						—						—						—						—						—						1,521						—						1,521
Other comprehensive income, net of tax						—						—						—						—						—						—						32						32
Exercise of stock options and vesting of restricted stock units and performance share units						7						—						—						—						3						—						—						3
Stock-based compensation						—						—						—						—						146						—						—						146
Repurchase of common stock						—						—						(437)						(1,628)						—						—						—						(1,628)
Dividends						—						—						—						—						—						(298)						—						(298)
Balance, June 30, 2024						64,259						$	—					(30,623)						$	(44,958)					$	7,479					$	33,527					$	(324)					$	(4,276)
Six Months Ended June 30, 2024
Balance, December 31, 2023						64,048						$	—					(29,650)						$	(41,426)					$	7,175					$	31,830					$	(323)					$	(2,744)
Net income						—						—						—						—						—						2,297						—						2,297
Other comprehensive loss, net of tax						—						—						—						—						—						—						(1)						(1)
Exercise of stock options and vesting of restricted stock units and performance share units						211						—						—						—						9						—						—						9
Stock-based compensation						—						—						—						—						295						—						—						295
Repurchase of common stock						—						—						(973)						(3,532)						—						—						—						(3,532)
Dividends						—						—						—						—						—						(600)						—						(600)
Balance, June 30, 2024						64,259						$	—					(30,623)						$	(44,958)					$	7,479					$	33,527					$	(324)					$	(4,276)

See Notes to Unaudited Consolidated Financial Statements.

Booking Holdings Inc.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

						Six Months Ended June 30,
						2025						2024
OPERATING ACTIVITIES:
Net income						$	1,228					$	2,297
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						312						279
Provision for expected credit losses and chargebacks						206						184
Deferred income taxes						(402)						(2)
Stock-based compensation expense						297						284
Operating lease amortization						66						79
Unrealized foreign currency transaction losses (gains) related to Euro-denominated debt						1,398						(235)
Amortization of debt discount on convertible senior notes						523						—
Change in fair value of the conversion option of the convertible senior notes						(163)						—
Other						(67)						13
Changes in assets and liabilities:
Accounts receivable						(1,078)						(830)
Deferred merchant bookings and other current liabilities						3,796						3,337
Other						368						(177)
Net cash provided by operating activities						6,484						5,229
INVESTING ACTIVITIES:
Proceeds from maturity of investments						—						515
Additions to property and equipment						(185)						(276)
Other investing activities						6						(33)
Net cash (used in) provided by investing activities						(179)						206
FINANCING ACTIVITIES:
Proceeds from the issuance of long-term debt						1,955						2,959
Payments on maturity of debt						(3,451)						—
Payments for repurchase of common stock						(3,668)						(3,518)
Dividends paid						(631)						(594)
Other financing activities						31						(29)
Net cash used in financing activities						(5,764)						(1,182)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents						903						(59)
Net increase in cash and cash equivalents and restricted cash and cash equivalents						1,444						4,194
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period						16,193						12,135
Total cash and cash equivalents and restricted cash and cash equivalents, end of period						$	17,637					$	16,329

See Notes to Unaudited Consolidated Financial Statements.

Booking Holdings Inc.

Notes to Unaudited Consolidated Financial Statements

1. BASIS OF PRESENTATION

Management of Booking Holdings Inc. (the "Company") is responsible for the Unaudited Consolidated Financial Statements included in this document, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The Company prepared the Unaudited Consolidated Financial Statements following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by U.S. GAAP for annual financial statements. These Unaudited Consolidated Financial Statements should be read in combination with the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Revenues, expenses, assets, and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for any subsequent quarter or the full year.

Reclassification

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

Recent Accounting Pronouncements

See "Recent Accounting Pronouncements Adopted" and "Other Recent Accounting Pronouncements" in Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

2. REVENUES

Revenues by Type of Service

Approximately 89% of the Company's revenues for the three and six months ended June 30, 2025 and 2024, respectively, relate to online accommodation reservation services. Revenues from all other sources of online travel reservation services and advertising and other revenues each individually represent less than 10% of the Company's total revenues for each period.

Consumer Incentive Programs

At June 30, 2025 and December 31, 2024, liabilities of $90 million and $150 million, respectively, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets for incentives granted to consumers.

Deferred Merchant Bookings

Cash payments received from travelers in advance of the Company completing its performance obligations are included in "Deferred merchant bookings" in the Company's Consolidated Balance Sheets and are comprised principally of amounts estimated to be payable to travel service providers as well as the Company's estimated future revenue for its commission or margin and fees. The amounts are mostly subject to refunds for cancellations.

3. STOCK-BASED COMPENSATION

Restricted stock units and performance share units granted by the Company during the six months ended June 30, 2025 had an aggregate grant-date fair value of $598 million. Restricted stock units and performance share units that vested during the six months ended June 30, 2025 had an aggregate fair value at vesting of $1.1 billion. At June 30, 2025, there was $967 million of estimated total future stock-based compensation expense related to unvested restricted stock units and performance share units to be recognized over a weighted-average period of 2.1 years.

The following table summarizes the activity in restricted stock units and performance share units during the six months ended June 30, 2025:

						Restricted Stock Units												Performance Share Units
						Shares						Weighted-average Grant-date Fair Value						Shares						Weighted-average Grant-date Fair Value
Unvested at December 31, 2024						278,723						$2,994						200,154						$2,779
Granted						100,340						$4,950						20,113						$5,054
Vested						(138,714)						$2,789						(85,764)						$2,533
Performance shares adjustment (1)																		4,810						$4,051
Forfeited						(9,248)						$3,599						(4,010)						$2,918
Unvested at June 30, 2025						231,101						$3,942						135,303						$3,314

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

4. NET INCOME PER SHARE

The Company computes basic net income per share by dividing net income applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted-average number of common and common equivalent shares outstanding during the period. Only dilutive common equivalent shares that decrease the net income per share are included in the computation of diluted net income per share.

Common equivalent shares related to stock options, restricted stock units, and performance share units are calculated using the treasury stock method. Performance share units are included in the weighted-average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive. See Note 9 for information on the Company's convertible senior notes. For periods prior to the date of the Company's irrevocable election to settle the conversion premium in cash, the Company used the if-converted method to calculate the dilutive effect of the convertible senior notes.

A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows:

						Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)						2025						2024						2025						2024
Weighted-average number of basic common shares outstanding						32,494						33,839						32,669						34,023
Weighted-average dilutive stock options, restricted stock units, and performance share units						125						183						186						236
Assumed conversion of convertible senior notes						—						245						—						227
Weighted-average number of diluted common and common equivalent shares outstanding						32,619						34,267						32,855						34,486

5. INVESTMENTS

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

(in millions)						Cost						Gross Unrealized Gains / Upward Adjustments						Gross Unrealized Losses / Downward Adjustments						Carrying Value
June 30, 2025
Equity securities with readily determinable fair values						$	715					$	13					$	(313)					$	415
Equity securities of private entities						111						259						(226)						144
Total long-term investments						$	826					$	272					$	(539)					$	559
December 31, 2024
Equity securities with readily determinable fair values						$	715					$	—					$	(324)					$	391
Equity securities of private entities						111						259						(225)						145
Total long-term investments						$	826					$	259					$	(549)					$	536

Equity securities with readily determinable fair values include the Company's investments in Grab Holdings Limited and DiDi Global Inc., with fair values of $213 million and $192 million, respectively, at June 30, 2025 and $200 million and $179 million, respectively, at December 31, 2024.

6. FAIR VALUE MEASUREMENTS

There are three levels of inputs to valuation techniques used to measure fair value:

Level 1: Quoted prices in active markets that are accessible by the Company at the measurement date for identical assets and liabilities.

Level 2: Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available.

Financial assets and liabilities measured at fair value on a recurring basis are classified in the categories described in the table below:

(in millions)						Level 1						Level 2												Total
June 30, 2025
ASSETS:
Money market fund investments and certificates of deposit (1)						$	16,271					$	—											$	16,271
Investments in equity securities						415						—												415
Foreign currency exchange derivatives						—						83												83
LIABILITIES:
Foreign currency exchange derivatives						$	—					$	88											$	88
December 31, 2024
ASSETS:
Money market fund investments and certificates of deposit (1)						$	14,926					$	—											$	14,926
Investments in equity securities						391						—												391
Foreign currency exchange derivatives						—						70												70
LIABILITIES:
Foreign currency exchange derivatives						$	—					$	93											$	93
Embedded derivative liability						—						1,300												1,300

(1) Primarily consists of money market fund investments.

Investments

See Note 5 for additional information related to the Company's investments.

Derivatives

The Company reports the fair values of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. As of June 30, 2025 and December 31, 2024, the Company did not designate any derivatives as hedges for accounting purposes.

For the Company's foreign currency exchange derivatives outstanding as of June 30, 2025 and December 31, 2024, the notional amounts of the foreign currency purchases were $10.0 billion and $8.2 billion, respectively, and the notional amounts of the foreign currency sales were $5.4 billion and $5.5 billion, respectively. The notional amount of a foreign currency exchange derivative contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets.

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

						Three Months Ended June 30,												Six Months Ended June 30,
(in millions)						2025						2024						2025						2024
(Losses) gains on foreign currency exchange derivatives						$	(5)					$	(77)					$	54					$	(162)

See Note 9 for information on the embedded derivative liability related to the convertible senior notes.

Other Financial Assets and Liabilities

At June 30, 2025 and December 31, 2024, the Company's cash consisted of bank deposits. Cash equivalents principally include money market fund investments and certificates of deposit and their carrying value generally approximates the fair value as they are readily convertible to known amounts of cash. Other financial assets and liabilities, including restricted cash, accounts payable, accrued expenses, and deferred merchant bookings, are carried at cost which approximates their fair values because of the short-term nature of these items. Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Note 9 for the fair value of the Company's outstanding senior notes.

7. ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS

Accounts receivable in the Consolidated Balance Sheets at June 30, 2025 and December 31, 2024 includes receivables from customers of $2.4 billion and $2.0 billion, respectively, and receivables from payment processors and networks of $1.8 billion and $1.2 billion, respectively. The remaining balance principally relates to receivables from marketing affiliates. The amounts mentioned above are stated on a gross basis, before deducting the allowance for expected credit losses. In addition, the Company had prepayments to certain accommodation travel service provider customers of $78 million and $49 million primarily included in "Prepaid expenses, net" in the Consolidated Balance Sheets at June 30, 2025 and December 31, 2024, respectively.

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

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

						Six Months Ended June 30,
(in millions)						2025						2024
Balance, beginning of year						$	146					$	137
Provision charged to earnings						82						95
Write-offs and other adjustments						(83)						(121)
Balance, end of period						$	145					$	111

8. INTANGIBLE ASSETS AND GOODWILL

The carrying value of the Company's intangible assets, which consists primarily of trade names and supply and distribution agreements, was $1.3 billion and $1.4 billion at June 30, 2025 and December 31, 2024, respectively, and is stated net of accumulated amortization of $2.3 billion and $2.1 billion, respectively. Amortization expense of intangible assets was $54 million and $108 million for the three and six months ended June 30, 2025, respectively, and $56 million and $111 million for the three and six months ended June 30, 2024, respectively.

The carrying value of the Company's goodwill at June 30, 2025 and December 31, 2024 was $2.9 billion and $2.8 billion, respectively, and is stated net of cumulative impairment charges of $2.0 billion.

9. DEBT

Revolving Credit Facility

See Note 12 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for information related to the Company's unsecured revolving credit facility that extends a revolving line of credit of up to $2 billion to the Company. At June 30, 2025 and December 31, 2024, there were no borrowings outstanding and $24 million and $26 million, respectively, of letters of credit issued under the revolving credit facility.

Outstanding Debt

Outstanding debt consists of the following:

						June 30, 2025												December 31, 2024
(in millions)						Outstanding Principal Amount						Carrying Value (1)						Outstanding Principal Amount						Carrying Value (1)
3.65% Senior Notes due March 2025 (2)						$	—					$	—					$	500					$	500
0.1% (€950 Million) Senior Notes due March 2025 (2)						—						—						984						984
0.75% Convertible Senior Notes due May 2025 (2)						—						—						784						261
3.6% Senior Notes due June 2026 (3)						1,000						999						1,000						999
4.0% (€750 Million) Senior Notes due November 2026						880						879						777						775
1.8% (€1 Billion) Senior Notes due March 2027						1,174						1,173						1,035						1,034
3.55% Senior Notes due March 2028						500						499						500						499
0.5% (€750 Million) Senior Notes due March 2028						880						878						777						774
3.625% (€500 Million) Senior Notes due November 2028						587						585						518						516
3.5% (€500 Million) Senior Notes due March 2029						587						585						518						516
4.25% (€750 Million) Senior Notes due May 2029						880						876						777						772
4.625% Senior Notes due April 2030						1,500						1,494						1,500						1,494
3.125% (€500 Million) Senior Notes due May 2031						587						581						—						—
4.5% (€1 Billion) Senior Notes due November 2031						1,174						1,168						1,035						1,030
3.625% (€650 Million) Senior Notes due March 2032						763						759						673						669
3.25% (€600 Million) Senior Notes due November 2032						704						697						621						614
4.125% (€1.25 Billion) Senior Notes due May 2033						1,467						1,454						1,294						1,282
4.75% (€1 Billion) Senior Notes due November 2034						1,174						1,166						1,035						1,028
3.75% (€850 Million) Senior Notes due March 2036						998						983						880						866
3.75% (€500 Million) Senior Notes due November 2037						587						584						518						514
4.125% (€750 Million) Senior Notes due May 2038						880						869						—						—
4.0% (€750 Million) Senior Notes due March 2044						880						864						777						762
3.875% (€700 Million) Senior Notes due March 2045						823						805						725						709
4.5% (€500 Million) Senior Notes due May 2046						587						574						—						—
Total outstanding debt						$	18,612					$	18,472					$	17,228					$	16,598
Short-term debt						$	1,000					$	999					$	2,268					$	1,745
Long-term debt						$	17,612					$	17,473					$	14,960					$	14,853

(1) The carrying values differ from the outstanding principal amounts due to unamortized debt discounts and debt issuance costs of $140 million and $630 million as of June 30, 2025 and December 31, 2024, respectively.

(2) Included in "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2024.

(3) Included in "Short-term debt" in the Unaudited Consolidated Balance Sheet as of June 30, 2025.

Fair Value of Debt

At June 30, 2025 and December 31, 2024, the fair value of outstanding debt was approximately $18.8 billion and was considered a "Level 2" fair value measurement (see Note 6). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period. The fair value of the Company's debt in excess of the outstanding principal amount at June 30, 2025 is primarily due to interest rate fluctuations. The fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2024 primarily relates to the conversion premium, which is the conversion value in excess of the principal amount, on the convertible senior notes (the "May 2025 Notes").

Convertible Senior Notes

See Note 12 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for information related to the May 2025 Notes. Upon issuance and subsequent balance sheet-date reassessments through September 30, 2024, the conversion option of the May 2025 Notes qualified for the equity scope exception under Accounting Standards Codification ("ASC") 815 Derivatives and Hedging because the Company had the option to deliver either cash or shares of the Company's common stock to satisfy the conversion premium. Under such exception, the conversion option is not required to be accounted for as a separate instrument. On November 1, 2024, the Company irrevocably elected to settle the conversion premium in cash. Upon that election, the conversion option no longer qualified for the exception and was deemed to be an embedded derivative which required bifurcation from the debt contract. Upon bifurcation of the conversion option, the Company recorded an embedded derivative liability at fair value of $1.2 billion, a debt discount of $783 million reducing the carrying value of the May 2025 Notes to zero, and a loss of $428 million. The debt discount was amortized over the remaining term of the May 2025 Notes using the straight-line method. The fair value of the embedded derivative liability was $1.3 billion at December 31, 2024 and is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet. At December 31, 2024, the fair value of the May 2025 Notes was $2.1 billion and the unamortized debt discount and debt issuance costs was $523 million. In May 2025, upon the maturity of the May 2025 Notes, the Company paid $1.9 billion in cash in the aggregate to repay the principal amount and settle the conversion premium of $1.1 billion. In addition, the Company paid the applicable accrued and unpaid interest relating to May 2025 Notes.

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

(in millions)						Classification in Unaudited Consolidated Statements of Operations						Three Months Ended						Six Months Ended
						June 30, 2025						June 30, 2025
Change in fair value of the embedded derivative						Other income (expense), net						$	5					$	163
Amortization of debt discount						Interest expense						(131)						(523)
Total charges												$	(126)					$	(360)

The fair values of the May 2025 Notes and the embedded derivative liability were both considered as "Level 2" fair value measurements (see Note 6).

Nonconvertible Senior Notes

The following table summarizes the information related to the senior notes issued in May 2025:

Senior Notes						Effective Interest Rate (1)						Timing of Interest Payments
3.125% Senior Notes due May 2031						3.32%						Annually in May
4.125% Senior Notes due May 2038						4.25%						Annually in May
4.5% Senior Notes due May 2046						4.66%						Annually in May

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

The proceeds from the issuance of these senior notes are available for general corporate purposes, including to repurchase shares of the Company's common stock and to redeem or repay outstanding indebtedness.

In March 2025, the Company paid $1.5 billion on the maturity of the 3.65% and 0.1% Senior Notes due March 2025. In addition, the Company paid the applicable accrued and unpaid interest relating to each of these senior notes.

Interest expense related to nonconvertible senior notes consists primarily of coupon interest expense of $161 million and $305 million for the three and six months ended June 30, 2025, respectively, and $136 million and $254 million for the three and six months ended June 30, 2024, respectively.

The Company designates certain portions of the aggregate principal value of the Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries. For the six months ended June 30, 2025 and 2024, the portion of Euro-denominated debt designated as a net investment hedge ranged in value from $2.3 billion to $4.0 billion and from $2.3 billion to $3.5 billion, respectively.

On July 23, 2025, the Company announced its 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.

10. TREASURY STOCK AND DIVIDENDS

In the first quarter of 2025, the Company's Board of Directors ("the Board") authorized a program to repurchase up to $20 billion of the Company's common stock. At June 30, 2025, the Company had a total remaining authorization of $24.6 billion related to share repurchase programs authorized by the Board. Additionally, the Board has given the Company the general authorization to repurchase shares of its common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation.

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

(in millions, except for shares, which are reflected in thousands)						Three Months Ended June 30,																								Six Months Ended June 30,
			2025												2024												2025												2024
			Shares						Amount						Shares						Amount						Shares						Amount						Shares						Amount
Authorized stock repurchase programs						283						$	1,354					435						$	1,622					656						$	3,117					881						$	3,211
General authorization for shares withheld on stock award vesting						4						17						2						6						103						508						92						321
Total						287						$	1,371					437						$	1,628					759						$	3,625					973						$	3,532

For the six months ended June 30, 2025 and 2024, the Company remitted employee withholding taxes of $505 million and $320 million, respectively, to tax authorities, which may differ from the aggregate cost of the shares withheld for taxes for each period due to the timing in remitting the taxes. The cash remitted to the tax authorities is included in financing activities in the Unaudited Consolidated Statements of Cash Flows.

As of June 30, 2025 and December 31, 2024, the Company recorded estimated liabilities of $24 million and $56 million, respectively, related to excise taxes on share repurchases, which are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. During the six months ended June 30, 2025, the Company remitted excise taxes of $56 million to tax authorities, which is included in financing activities in the Unaudited Consolidated Statement of Cash Flows.

During the six months ended June 30, 2025 and 2024, the Board declared quarterly cash dividends of $9.60 and $8.75, respectively, per share of common stock and the Company paid $631 million and $594 million, respectively, in total cash dividends. 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.

11. INCOME TAXES

Income tax expense consists of U.S. and international income taxes, determined using an estimate of the Company's annual effective tax rate, which is based upon the applicable tax rates and tax laws of the countries in which the income is generated. A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes, and other relevant factors.

The Company's effective tax rates for the three and six months ended June 30, 2025 were 18.9% and 18.1%, respectively, compared to 20.9% and 19.7% for the three and six months ended June 30, 2024, respectively. The Company's 2025 and 2024 effective tax rates differ from the U.S. federal statutory tax rate of 21%, primarily due to the benefit of the Netherlands Innovation Box Tax (discussed below), partially offset by higher international tax rates, U.S. federal and state tax associated with the Company's international earnings, and certain non-deductible expenses.

The Company's effective tax rates for the three and six months ended June 30, 2025 were lower than the effective tax rates for the three and six months ended June 30, 2024, primarily due to certain higher discrete tax benefits, certain lower non-deductible expenses, and lower international tax rates, partially offset by a decrease in the benefit of the Netherlands Innovation Box Tax and higher U.S. federal and state tax associated with the Company's international earnings.

During the three and six months ended June 30, 2025 and 2024, a majority of the Company's income was reported in the Netherlands, where Booking.com is based. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 9% ("Innovation Box Tax") rather than the Dutch statutory rate of 25.8%. A portion of Booking.com's earnings during the three and six months ended June 30, 2025 and 2024 qualified for Innovation Box Tax treatment, which had a beneficial impact on the Company's effective tax rates for these periods.

The aggregate amount of unrecognized tax benefits for all matters at June 30, 2025 and December 31, 2024 was $237 million and $260 million, respectively. As of June 30, 2025, net unrecognized tax benefits of $226 million, if recognized, would impact the effective tax rate. As of June 30, 2025 and December 31, 2024, total gross interest and penalties accrued was $3 million and $6 million, respectively. The decrease in unrecognized tax benefits primarily relates to the settlement by Booking.com of certain Italian tax matters (see Note 13). The majority of unrecognized tax benefits are included in "Other assets, net" in the Unaudited Consolidated Balance Sheet as of June 30, 2025. It is reasonably possible that the balance of gross unrecognized tax benefits could change over the next twelve months.

12. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

The table below presents the changes in the balances of accumulated other comprehensive loss ("AOCI") by component:

(in millions)						Foreign currency translation adjustments																																				Net unrealized (losses) gains on available-for-sale securities																														Total AOCI, net of tax
			Foreign currency translation												Net investment hedges												Total, net of tax																								Before tax						Tax						Total, net of tax
			Before tax						Tax						Before tax						Tax
Three Months Ended June 30, 2025
Balance, March 31, 2025						$	(642)					$	89					$	227					$	(61)					$	(387)																							$	—					$	—					$	—																	$	(387)
Other comprehensive income (loss) ("OCI") for the period						295						(50)						(210)						49						84																								—						—						—																		84
Balance, June 30, 2025						$	(347)					$	39					$	17					$	(12)					$	(303)																							$	—					$	—					$	—																	$	(303)
Six Months Ended June 30, 2025
Balance, December 31, 2024						$	(769)					$	130					$	356					$	(92)					$	(375)																							$	—					$	—					$	—																	$	(375)
OCI for the period						422						(91)						(339)						80						72																								—						—						—																		72
Balance, June 30, 2025						$	(347)					$	39					$	17					$	(12)					$	(303)																							$	—					$	—					$	—																	$	(303)

Three Months Ended June 30, 2024
Balance, March 31, 2024						$	(617)					$	88					$	237					$	(63)					$	(355)																							$	(1)					$	—					$	(1)																	$	(356)
OCI for the period						(27)						36						29						(7)						31																								1						—						1																		32
Balance, June 30, 2024						$	(644)					$	124					$	266					$	(70)					$	(324)																							$	—					$	—					$	—																	$	(324)
Six Months Ended June 30, 2024
Balance, December 31, 2023						$	(537)					$	94					$	171					$	(48)					$	(320)																							$	(4)					$	1					$	(3)																	$	(323)
OCI for the period						(107)						30						95						(22)						(4)																								4						(1)						3																		(1)
Balance, June 30, 2024						$	(644)					$	124					$	266					$	(70)					$	(324)																							$	—					$	—					$	—																	$	(324)

13. COMMITMENTS AND CONTINGENCIES

Competition and Consumer Protection Reviews

Online travel platforms have been the subject of investigations or inquiries by national competition authorities ("NCAs") and other authorities regarding competition law matters, consumer protection issues, and other areas. The Company is and has been involved in many such investigations and from time to time has made commitments regarding future business practices or activities, such as agreeing to narrow the scope of its contractual parity provisions with accommodation providers. Some of these investigations have resulted in fines and the Company could incur additional fines and/or be restricted in certain of its business practices in the future.

In 2024, the Comisión Nacional de los Mercados y la Competencia in Spain (the "CNMC") imposed a fine and restricted certain of Booking.com's business practices such as those relating to contractual parity provisions and the ranking criteria that Booking.com can use to determine how to rank hotels in its display to customers. Booking.com does not agree with the rationale stated in the decision and the restrictions imposed, and has filed an appeal. In February 2025, the Spanish National Court ruled that the CNMC decision, including payment of the fine, is suspended pending the outcome of the appeal. The CNMC and certain third parties have sought to clarify the scope of the court's ruling, including its suspensory effect. In connection with the suspension of the fine payment, Booking.com entered into a bank guarantee arrangement in April 2025. Although the Company disagrees with the rationale stated in the CNMC decision, it recorded a liability for this matter with $485 million included in "Other long-term liabilities" and $428 million included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively.

In 2017, the Swiss Price Surveillance Office (the "Swiss PSO") opened an investigation into the level of commissions of Booking.com in Switzerland. Booking.com received a negative decision ordering a reduction of its average commission level for hotels located in Switzerland, which Booking.com disagrees with and has appealed. The Swiss PSO order is suspended pending the outcome of the appeal, and the ordered reduction in commissions would only be effective for a three-year period after such final decision. In July 2023, the Polish Office of Competition and Consumer Protection opened an investigation into Booking.com's identification of private and professional hosts and its messaging in relation to obligations owed to consumers, and the investigation is ongoing. The French Directorate General for Competition Policy, Consumer Affairs, and Fraud Control ("DGCCRF") opened separate investigations into Booking.com and Agoda relating to certain business practices. The DGCCRF issued a final order to Booking.com to change certain of its business practices by the end of 2025 and additional discussions with the DGCCRF regarding its implementation are ongoing. Agoda received a draft decision, which it has responded to, and discussions with the DGCCRF are ongoing. In June 2025, the Hellenic Competition Commission (in Greece) opened an investigation into whether certain practices by Booking.com may produce adverse effects for hotels and other online travel agencies. If any of the investigations were to find that the Company's practices violated the respective laws, or as part of a negotiated resolution, the Company may face significant fines, restrictions on its business practices, and/or be required to make other commitments.

The Company is and has been involved in investigations or inquiries by NCAs and other authorities involving consumer protection matters. The Company has previously made voluntary commitments to authorities to resolve investigations or inquiries that have included showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings on or before the search results page, adjusting how discounts and statements concerning popularity or availability are shown, and displaying additional customer service details. To the extent that investigations or inquiries result in additional commitments, fines, damages, or other remedies or changes to its business, the Company's business, financial condition, and results of operations could be harmed.

The Company is unable to predict how any current or future investigations or litigation may be resolved or the long-term impact of any such resolution on its business. For example, competition and consumer-law-related investigations, legislation, judgments, or issues have in the past resulted in and could in the future result in private litigation. The Company is currently involved in such litigation and/or aware of such potential litigation. Recently, for example, a European hotel association has promoted a potential class action on behalf of European hotels against Booking.com relating to the historical use of contractual parity provisions and law firms in Spain and France are promoting similar potential claims in those jurisdictions. A Dutch consumer group also signaled its intent to pursue a similar claim, as well as allegations that Booking.com and Agoda employed misleading practices, on behalf of Dutch consumers, and the Company is aware of similar efforts to pursue potential claims in other jurisdictions. German hotels have also filed parity-related claims against Booking.com and that litigation is ongoing. The Company does not agree with any such claims and intends to defend itself. However, class action litigation can be time-consuming, costly, and unpredictable, regardless of merit, and there may be evolving jurisprudence and less experience with such matters in certain of the markets where the Company is or may be involved in such litigation, making outcomes less certain and harder to forecast. If the Company were to be found liable, it could result in, among other things, payment of damages, commitments to change certain business practices, or reputational damage, any of which could harm the Company's business, results of operations, brands, or competitive position.

Tax Matters

Between December 2018 and August 2021, the Italian tax authorities issued assessments on Booking.com's Italian subsidiary totaling approximately $294 million for the tax years 2013 through 2018, asserting that its transfer pricing policies were inadequate. The Company believes Booking.com has been and continues to be in compliance with Italian tax law. In September 2020, the Italian tax authorities approved the opening of a mutual agreement procedure ("MAP") between Italy and the Netherlands for the 2013 tax year and the Italian tax authorities subsequently approved the inclusion of the tax years 2014 through 2018 in the MAP. As of June 30, 2025, the Company made prepayments of $87 million to the Italian tax authorities to forestall collection enforcement pending the appeal phase of the case. In April 2025, the Company was notified of a MAP resolution for the 2013 through 2018 tax years that resulted in additional Italian income taxes of $23 million and the Company formally accepted the results of the MAP in May 2025. This amount was reflected in unrecognized tax benefits as of December 31, 2024. The Company is entitled to a refund of the remaining portion of its tax prepayment. The tax resulting from the MAP is partially offset by a tax benefit of $10 million relating to Netherlands income tax.

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

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

Other Matters

Beginning in 2014, Booking.com B.V. received several letters from the Netherlands Pension Fund for the Travel Industry (Reiswerk) ("BPF") claiming that it was required to participate in the mandatory pension scheme of the BPF with retroactive effect to 1999, which has a higher contribution rate than the pension scheme in which it is currently participating. BPF instituted legal proceedings against Booking.com B.V. and in January 2024, The Hague Court of Appeal ruled that Booking.com B.V. is required to participate in the mandatory pension scheme of the BPF with retroactive effect to 1999. Booking.com B.V. filed an appeal against that judgment and this appeal was rejected by the Dutch Supreme Court in March 2025. Booking.com B.V. will now change its pension scheme retroactively and going forward in line with the outcome of the litigation and arrangement with BPF. The Company recorded a liability for this matter with $232 million and $336 million included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively. The reduction in the accrual during the six months ended June 30, 2025, reflecting the arrangement with BPF that became effective during the period, is recorded in "Personnel" expenses in the Unaudited Consolidated Statement of Operations. There may be additional claims with respect to the eligibility of certain employees in scope of the BPF.

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

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

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

Other Contractual Obligations and Contingencies

The Company had $1.7 billion and $650 million of standby letters of credit and bank guarantees issued on behalf of the Company as of June 30, 2025 and December 31, 2024, respectively, including those issued under the revolving credit facility (see Note 9). These were obtained primarily for regulatory purposes and in connection with certain of the litigation matters disclosed above.

Booking.com offers partner liability insurance that provides protection to certain accommodation partners ("home partners") in instances where a reservation has been made via Booking.com. The partner liability insurance may provide those home partners (both owners and property managers) coverage up to $1 million equivalent per occurrence, subject to limitations and exclusions, against third-party lawsuits, claims for bodily injury, or third-party personal property damage that occurred during a stay booked through Booking.com. Booking.com retains certain financial risks related to this insurance offering, which is underwritten by third-party insurance companies.

14. SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

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

The CODM reviews revenues and an adjusted measure of earnings before interest, taxes, depreciation, and amortization less additions to property and equipment ("Adjusted EBITDA less Capex") for each operating segment. The following table presents information for the Company's reportable segment. Other segment items include operating expenses such as general and administrative and information technology. See Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for additional information on these expenses.

						Three Months Ended June 30,												Six Months Ended June 30,
(in millions)						2025						2024						2025						2024
Total revenues						$	6,798					$	5,859					$	11,560					$	10,274
Marketing expenses						2,139						1,939						3,916						3,549
Sales and other expenses						899						803						1,601						1,481
Personnel expenses						824						760						1,613						1,533
Other segment items						500						552						951						1,046
Segment Adjusted EBITDA less Capex						$	2,436					$	1,805					$	3,479					$	2,665

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

						Three Months Ended June 30,												Six Months Ended June 30,
(in millions)						2025						2024						2025						2024
Segment Adjusted EBITDA less Capex						$	2,436					$	1,805					$	3,479					$	2,665
Additions to property and equipment						60						156						170						268
Adjustment related to the Netherlands pension fund matter (1)						(6)						—						123						—
Accruals related to the fine imposed by the Spanish competition authority (1)						—						78						—						78
Depreciation and amortization (2)						(158)						(142)						(312)						(279)
Transformation costs (3)						(36)						—						(68)						—
Interest expense (2)						(418)						(264)						(1,067)						(483)
Interest and dividend income (2)						234						293						475						536
Net gains (losses) on equity securities (4)						21						11						24						(5)
Foreign currency transaction (losses) gains on the remeasurement of certain Euro-denominated debt and accrued interest and debt-related foreign currency derivative instruments (4)						(961)						68						(1,350)						235
Change in fair value of the conversion option of the convertible senior notes (5)						5						—						163						—
Other (6)						(73)						(83)						(137)						(156)
Income before income taxes						$	1,104					$	1,922					$	1,500					$	2,859

(1) See Note 13 for additional information.

(2) See the Unaudited Consolidated Statements of Operations.

(3) See Note 17 for additional information.

(4) See Note 15 for additional information.

(5) See Note 9 for additional information.

(6) Primarily consists of the expenses of corporate headquarters and certain other functional departments.

Stock-based compensation included in the determination of segment Adjusted EBITDA less Capex was $137 million and $267 million for the three and six months ended June 30, 2025, respectively, and $127 million and $250 million for the three and six months ended June 30, 2024, respectively.

Geographic Information

The Company's revenues from its businesses outside of the United States (the "U.S.") consists of the results of Booking.com and Agoda in their entirety and the results of the KAYAK and OpenTable businesses located outside of the U.S. This classification is independent of where the consumer resides, where the consumer is physically located while using the Company's services, or the location of the travel service provider or restaurant. For example, a reservation made through Booking.com at a hotel in New York by a consumer in the U.S. is part of the results of the Company's businesses outside of the U.S.

(in millions)						U.S.																		Outside of the U.S. (1)						Total Company
Total revenues for the three months ended June 30,
2025						$	655																	$	6,143					$	6,798
2024						$	638																	$	5,221					$	5,859
Total revenues for the six months ended June 30,
2025						$	1,241																	$	10,319					$	11,560
2024						$	1,195																	$	9,079					$	10,274

(1) Includes $5.5 billion and $9.1 billion for the three and six months ended June 30, 2025, respectively, and $4.5 billion and $7.8 billion for the three and six months ended June 30, 2024, respectively, attributed to an entity domiciled in the Netherlands.

15. OTHER INCOME (EXPENSE), NET

The components of other income (expense), net were as follows:

						Three Months Ended June 30,												Six Months Ended June 30,
(in millions)						2025						2024						2025						2024
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)						21						11						23						(5)
Other						1						1						3						3
Other income (expense), net						$	(962)					$	37					$	(1,220)					$	159

(1) Foreign currency transaction (losses) gains include losses of $961 million and $1.4 billion for the three and six months ended June 30, 2025, respectively, and gains of $68 million and $235 million for the three and six months ended June 30, 2024, respectively, related to Euro-denominated debt and accrued interest that were not designated as net investment hedges (see Note 9). Foreign currency transaction (losses) gains also include (losses) gains related to derivative contracts (see Note 6).

(2) See Note 9 for additional information.

(3) See Note 5 for additional information.

16. SUPPLEMENTAL CASH FLOW INFORMATION

As of June 30, 2025 and December 31, 2024, cash and cash equivalents reported in the Consolidated Balance Sheets differ from the amounts of total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Consolidated Statements of Cash Flows due to restricted cash and cash equivalents, primarily related to the Company's travel-related insurance business, which are included in "Other current assets" in the Consolidated Balance Sheets.

Noncash investing activity related to additions to property and equipment, including stock-based compensation and accrued liabilities, was $24 million and $30 million for the six months ended June 30, 2025 and 2024, respectively. See Note 10 for additional information on noncash financing activity related to the excise tax on share repurchases.

During the six months ended June 30, 2025 and 2024, the Company made income tax payments of $1.5 billion and $1.4 billion, respectively, and interest payments of $559 million and $405 million, respectively.

17. TRANSFORMATION COSTS

Starting in the fourth quarter of 2024, the Company 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 its offering to travelers and partners, and better position the Company for the long term (the "Transformation Program"). The Company currently expects that restructuring costs and accelerated investments related to the Transformation Program will be incurred in the next two to three years and anticipates these costs to primarily relate to expected and ongoing workforce reductions, technology investments, and professional fees. Some details of the Transformation Program are not yet final and remain subject to consultation with works councils, employee representative bodies, and other relevant organizations, legal requirements in multiple jurisdictions, and the Company completing its analysis of overall Transformation Program costs.

For the three and six months ended June 30, 2025, the Company recorded Transformation Program related costs of $38 million and $70 million, respectively, in "Transformation costs" in the Unaudited Consolidated Statements of Operations, which primarily consist of professional fees and employee termination benefits.