Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Management
Market risk is the potential loss from adverse changes in interest rates, foreign exchange rates and market prices. Our exposure to market risk includes our long-term debt, our revolving credit facility, derivative instruments and cash and cash equivalents, accounts receivable, intercompany receivables, investments, merchant accounts payable and deferred merchant bookings denominated in foreign currencies. We manage our exposure to these risks through established policies and procedures. Our objective is to mitigate potential income statement, cash flow and market exposures from changes in interest and foreign exchange rates.
Interest Rate Risk
As of both December 31, 2025 and 2024, the outstanding aggregate principal amount of our debt was $6.3 billion. The aggregate principal of our debt included:
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$750 million of senior unsecured notes due February 2026 that bear interest at 5.0%;
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$1 billion of convertible senior unsecured notes due February 2026 with a fixed rate of 0% (the “Convertible Notes”);
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$750 million of senior unsecured notes due August 2027 that bear interest at 4.625%;
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$1 billion of senior unsecured notes due February 2028 that bear interest at 3.8%;
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$1.25 billion of senior unsecured notes due February 2030 that bear interest at 3.25%;
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$500 million of senior unsecured notes due March 2031 that bear interest at 2.95%; and
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$1 billion of senior unsecured notes due February 2035 that bear interest at 5.4%.
The 5.0%, 4.625%, 3.8%, 3.25%, 2.95%, and 5.4% senior unsecured notes are collectively the “Senior Notes.” If market interest rates decline, our required payments will exceed those based on market rates. Additionally, the 4.625% and 2.95% senior unsecured notes are subject to interest rate adjustments should our credit ratings be adjusted downwards, which would
result in increased interest expense in the future. The total estimated fair value of our Senior Notes was approximately $5.2 billion and $5.1 billion as of December 31, 2025 and December 31, 2024. The fair value was determined based on quoted market prices in less active markets and is categorized accordingly as Level 2 in the fair value hierarchy. A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our debt by approximately $85 million. Our Convertible Notes are more sensitive to the equity market price volatility of our shares of common stock than changes in interest rates. See NOTE 7 — Debt in the notes to our consolidated financial statements for further information.
We maintain a revolving credit facility of $2.5 billion, which bears interest based on market rates plus a spread determined by our credit ratings. Because our interest rate is tied to a market rate, we will be susceptible to fluctuations in interest rates if, consistent with our practice to date, we do not hedge the interest rate exposure arising from any borrowings under our revolving credit facilities. We had no revolving credit facilities borrowings outstanding as of both December 31, 2025 and 2024.
Foreign Exchange Risk
We conduct business in certain international markets, primarily in Australia, Brazil, Canada, the European Union, Japan and the United Kingdom. Because we operate in international markets, we have exposure to different economic climates, political arenas, tax systems and regulations that could affect foreign exchange rates. Our primary exposure to foreign currency risk relates to transacting in foreign currency and recording the activity in U.S. dollars. Changes in exchange rates between the U.S. dollar and these other currencies will result in transaction gains or losses, which we recognize in our consolidated statements of operations.
To the extent practicable, we minimize our foreign currency exposures by maintaining natural hedges between our current assets and current liabilities in similarly denominated foreign currencies. Additionally, we use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. These instruments are typically short-term and are recorded at fair value with gains and losses recorded in other, net. As of December 31, 2025 and 2024, we had net forward liabilities of $13 million and $2 million recorded in accrued expenses and other current liabilities. We may enter into additional foreign exchange derivative contracts or other economic hedges in the future. Our goal in managing our foreign exchange risk is to reduce to the extent practicable our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. We make a number of estimates in conducting hedging activities including in some cases the level of future bookings, cancellations, refunds, customer stay patterns and payments in foreign currencies. In the event those estimates differ significantly from actual results, we could experience greater volatility as a result of our hedges.
In August 2025, we entered into a fixed-to-fixed cross-currency interest rate swap (“the swap”) with an aggregate notional amount of €220 million. The swap was designated as a net investment hedge of Euro assets with the objective to protect the U.S. dollar value of our net investments in the Euro foreign operations due to movements in foreign currency. During the term of the contract, we receive interest payments in U.S. dollars at a fixed rate of 5.4% and make interest payments in Euros at an average fixed rate of 4.061%. The maturity date of the swap is February 2028, whereby, we will receive U.S. dollars from and pay Euros to the contract counterparty. The fair value of the cross-currency interest rate swap was an $11 million liability as of December 31, 2025 recorded in accrued expenses and other current liabilities. As of December 31, 2024, we had a $25 million asset recorded in long-term investments and other assets related to two prior interest rate swaps that were effectively closed out during 2025.
Future net transaction gains and losses are inherently difficult to predict as they are reliant on how the multiple currencies in which we transact fluctuate in relation to the U.S. dollar, the relative composition and denomination of current assets and liabilities each period, and our effectiveness at forecasting and managing, through balance sheet netting or the use of derivative contracts, such exposures. As an example, if the foreign currencies in which we hold net asset balances were to all weaken 10% against the U.S. dollar and foreign currencies in which we hold net liability balances were to all strengthen 10% against the U.S. dollar, we would recognize foreign exchange losses of approximately $35 million based on our foreign currency forward positions (including the impact of forward positions economically hedging our merchant revenue exposures) and the net asset or liability balances of our foreign denominated cash and cash equivalents, accounts receivable, deferred merchant bookings and merchant accounts payable balances as of December 31, 2025. As the net composition of these balances fluctuate frequently, even daily, as do foreign exchange rates, the example loss could be compounded or reduced significantly within a given period.
During 2025, 2024 and 2023, we recorded net foreign exchange rate losses of approximately $46 million ($75 million loss excluding the contracts economically hedging our forecasted merchant revenue), net foreign exchange rate losses of approximately $66 million ($70 million loss excluding the contracts economically hedging our forecasted merchant revenue) and net foreign exchange rate losses of approximately $85 million ($65 million loss excluding the contracts economically hedging our forecasted merchant revenue), respectively. As we increase our operations in international markets, our exposure to fluctuations in foreign currency exchange rates increases. The economic impact to us of foreign currency exchange rate
movements is linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause us to adjust our financing and operating strategies.
Equity Investment Risk
We are exposed to equity price risk as it relates to changes in fair values of our investments in equity securities of publicly-traded companies, investments in which we have elected the fair value option, and minority investments without readily determinable fair values. We recorded net gains (losses) of $(167) million, $289 million, and $16 million related to these investments for the years ended December 31, 2025, 2024, and 2023, respectively (See NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements for further information). The fair values of our investments in equity securities of publicly-traded companies (combined with our investments in which we have elected the fair value option) and minority investments without readily determinable fair values, were $577 million and $256 million, respectively, at December 31, 2025, and $895 million and $293 million, respectively, at December 31, 2024. A hypothetical 10% decrease in the fair values at December 31, 2025 of our investments in equity securities of publicly-traded companies and minority investments without readily determinable fair values would have resulted in a loss, before tax, of approximately $83 million, being recognized within other, net in our consolidated statements of operations.
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