Booking Holdings Inc.

Booking Holdings Inc. operates in the global online travel and restaurant reservation industry, providing services through five primary consumer-facing brands: Booking.com, Priceline, Agoda, KAYAK, and OpenTable. The company facilitates online travel purchases by travelers from travel service providers, and also earns revenues from payment facilitation, advertising, restaurant reservation and management services, travel-related insurance offerings, and other services. The industry is characterized by intense competition, low barriers to entry, and rapid technological change, with the company believing that global travel bookings will generally continue to grow while shifting from traditional offline methods to online channels.

The company faces intense competition from online travel companies, travel service providers offering direct booking, traditional travel agencies, global technology companies with significantly greater scale and resources, and AI-native competitors developing generative AI-powered assistants and agents. Competitors named in the filing include Google, Airbnb, Vrbo (owned by Expedia), and other large online search, social media, and marketplace companies. The company's competitive advantages include its widely used and recognized e-commerce brands, a comprehensive selection of travel and payment options, best-in-class technology, and a multi-brand strategy that allows it to appeal to different consumers and pursue distinct marketing and business strategies.

The company derives substantially all of its revenues from providing online travel reservation services, which facilitate online travel purchases by travelers from travel service providers. Revenues are classified as merchant revenues, agency revenues, and advertising and other revenues. Merchant revenues are derived from transactions where the company facilitates payments from travelers, including travel reservation commissions, transaction net revenues, revenues from facilitation of payments, and ancillary fees. Agency revenues are derived from travel-related transactions where the company does not facilitate payments, consisting almost entirely of travel reservation commissions. Advertising and other revenues are derived primarily from KAYAK's referral and advertising revenues, OpenTable's restaurant reservation and management services, and advertising placements on other brand platforms. The company's business model is primarily transactional, with revenue recognized at the time of check-in for accommodation reservations.

Booking.com is the world's leading brand for booking online accommodation reservations, based on room nights booked, with operations worldwide. At December 31, 2025, Booking.com offered accommodation reservation services for approximately 4.4 million ¹ properties in over 220 countries and territories and in over 40 languages, consisting of approximately 500,000 ² hotels, motels, and resorts and approximately 3.9 million ³ homes, apartments, and other unique places to stay. In 2025, Booking.com offered flights in over 55 markets and also offered in-destination tours and activities, rental car reservation services, and ground transportation services. Priceline is a leader in discount travel reservations, primarily in North America, offering online accommodation, flight, and rental car reservation services, as well as vacation packages, cruises, activity, and affiliate programs. Agoda is a leading online accommodation reservation service catering primarily to consumers in the Asia-Pacific region, also offering flight, ground transportation, and attractions. KAYAK provides online meta-search services that allow consumers to easily search and compare travel itineraries and prices from hundreds of online travel platforms at once, offering its services in over 60 countries and territories. OpenTable is a leading brand for booking online restaurant reservations, providing online restaurant reservation services to consumers and reservation management services to restaurants, primarily in the United States.

The company continued to grow its Connected Trip verticals in 2025, including 37% ⁴ year-over-year flight ticket growth and about 80% ⁵ attraction ticket growth off a small base. The company is integrating new generative AI features to enhance the consumer and partner experience and drive efficiencies in its operations. In the fourth quarter of 2024, the company began the implementation of organizational changes to improve operating expense efficiency, increase organizational agility, and free up resources (the 'Transformation Program'). The Transformation Program resulted in approximately $250 million ⁶ in savings in 2025. In the third quarter of 2025, the company raised its expectation for the ultimate annual run-rate savings to a range of $500 to $550 million ⁷ from previous guidance of $400 to $450 million ⁸, as compared to the 2024 expense base. As of the end of 2025, the company has enabled approximately $550 million ⁹ in annual run-rate savings and expects to realize these run-rate savings by the end of 2026. In the first quarter of 2025, the Board authorized a program to repurchase up to $20 billion ¹⁰ of the company's common stock. During the year ended December 31, 2025, the company repurchased shares of its common stock for an aggregate cost of $6.4 billion ¹¹, including $532 million ¹² to repurchase shares withheld to satisfy employee withholding tax obligations. Cash dividends of $1.2 billion ¹³ were paid during the year ended December 31, 2025. In February 2026, the Board declared a cash dividend of $10.50 ¹⁴ per share of common stock, payable on March 31, 2026. In 2025, the company issued senior notes for aggregate cash proceeds of $3.7 billion ¹⁵ and paid $5.0 billion ¹⁶ on the maturity and redemption of debt. The company also recognized goodwill and intangible assets impairment charges of $457 million ¹⁷ for the year ended December 31, 2025, primarily related to the KAYAK reporting unit.

For the year ended December 31, 2025, the company achieved record annual room nights and total revenues of $26.917 billion ¹⁸, compared to $23.739 billion ¹⁹ in 2024, representing a 13.4% ²⁰ increase. Net income was $5.404 billion ²¹ for 2025, compared to $5.882 billion ²² in 2024. Operating income was $8.825 billion ²³ for 2025, compared to $7.555 billion ²⁴ in 2024. Net cash provided by operating activities was $9.409 billion ²⁵ for 2025, compared to $8.323 billion ²⁶ in 2024. The company had cash, cash equivalents, and investments of $17.8 billion ²⁷ at December 31, 2025.

The company is executing against its long-term strategy to create an ideal AI-powered traveler experience, referred to as the 'Connected Trip,' which aims to offer a differentiated and personalized travel planning, booking, payment, and in-trip experience for each trip, enhanced by a robust loyalty program. The company continued to grow its Connected Trip verticals in 2025, including 37% ²⁸ year-over-year flight ticket growth and about 80% ²⁹ attraction ticket growth off a small base. The company is focused on providing consumers the ability to build a complete travel itinerary from AI-powered inspiration and planning to in-trip suggestions for attraction options. The company also continues to expand its merchant service offerings as part of a broader strategy to provide more payment options to travelers and travel service providers, increase the variety of accommodations, and enable the long-term Connected Trip strategy. The mix of total gross bookings generated on a merchant basis across the company was 70% ³⁰ in 2025, an increase from 63% ³¹ in 2024 due to the ongoing shift from agency to merchant bookings at Booking.com.

The company is focused on expanding its presence in key geographies such as Asia and the U.S. by increasing brand awareness and localization. The company is also broadening its supply and increasing flight and attraction ticket growth at Booking.com and Agoda. The company continues to grow its alternative accommodations offering, with the mix of Booking.com's room nights booked for alternative accommodation properties in 2025 being approximately 36% ³², up from approximately 35% ³³ in 2024. The company is also partnering with leading generative AI organizations and integrating new generative AI features to enhance the consumer and partner experience and drive efficiencies in its operations.

The company is executing on its Transformation Program to drive efficiency and help create capacity for reinvestments in strategic priorities for long-term value creation. The Transformation Program resulted in approximately $250 million ³⁴ in savings in 2025. In the third quarter of 2025, the company raised its expectation for the ultimate annual run-rate savings to a range of $500 to $550 million ³⁵ from previous guidance of $400 to $450 million ³⁶, as compared to the 2024 expense base. As of the end of 2025, the company has enabled approximately $550 million ³⁷ in annual run-rate savings and expects to realize these run-rate savings by the end of 2026. The company expects that the restructuring costs and accelerated investments related to the Transformation Program will largely be incurred by the end of 2026 and are estimated to be, in the aggregate, less than one times the expected annual run-rate savings.

The company is continually modernizing its technology by building new applications with modern development tools and application programming interfaces, and increasingly relies upon public cloud infrastructure. The company's systems infrastructure and web and database servers are hosted in data centers in Europe, Asia, and North America. The company employed approximately 24,300 ³⁸ employees as of December 31, 2025, of which approximately 2,900 ³⁹ were based in the United States and approximately 21,400 ⁴⁰ outside the United States. Approximately 97% ⁴¹ of employees are full-time employees. The company's employee headcount as of December 31, 2025 was in line with December 31, 2024.

In the first quarter of 2025, the Board authorized a program to repurchase up to $20 billion ⁴² of the company's common stock. At December 31, 2025, the company had a total remaining authorization of $21.8 billion ⁴³ related to share repurchase programs authorized by the Board. During the year ended December 31, 2025, the company repurchased shares of its common stock for an aggregate cost of $6.4 billion ⁴⁴, including $532 million ⁴⁵ to repurchase shares withheld to satisfy employee withholding tax obligations. Cash dividends of $1.2 billion ⁴⁶ were paid during the year ended December 31, 2025. In February 2026, the Board declared a cash dividend of $10.50 ⁴⁷ per share of common stock, payable on March 31, 2026. Capital expenditures for property and equipment were $322 million ⁴⁸ for the year ended December 31, 2025. Additions to capitalized software during the year ended December 31, 2025 were $171 million ⁴⁹.

The company faces headwinds from foreign currency exchange rate fluctuations, as its businesses outside of the U.S. represent a substantial majority of its financial results. Total revenues increased by approximately 13% ⁵⁰ in 2025 as compared to 2024, including a benefit of about 3% ⁵¹ from changes in foreign currency exchange rates. The company also faces headwinds from increased regulatory focus on large technology companies, including its designation as a 'gatekeeper' under the Digital Markets Act and Booking.com's designation as a 'Very Large Online Platform' under the Digital Services Act, which subject the company to additional rules, regulations, and compliance costs that may not apply to its competitors. The company also faces headwinds from the potential reduction or elimination of its Innovation Box Tax benefit in the Netherlands, which had a significant beneficial impact on its effective tax rates for 2025 and 2024.

The company faces structural headwinds from intense competition, including from global technology companies with significantly greater scale, data, and financial resources, and from AI-native competitors developing generative AI-powered assistants and agents. The company also faces risks related to the growth rate and global expansion of its business, as the growth rate of its operations outside the United States has generally declined over time. The company's marketing efficiency is impacted by factors outside of its control, including ADRs, costs per click, cancellation rates, foreign currency exchange rates, search engine bidding algorithms, and channel mix. In 2025, the company's average ROI was down slightly year-over-year driven by changes in paid traffic mix and increased social media spend.

The company faces intense competition from global technology companies with significantly greater scale, data, and financial resources, and from AI-native competitors developing generative AI-powered assistants and agents that could reduce direct traffic and bookings. The company is dependent on third-party platforms, including Google and other search engines, for a significant portion of consumer traffic, and changes in algorithms, ranking methodologies, or the placement of AI-generated content by these platforms could reduce the visibility of its services and increase customer acquisition costs. The company is subject to various competition, consumer protection, and online commerce laws and regulations around the world, including its designation as a 'gatekeeper' under the Digital Markets Act and Booking.com's designation as a 'Very Large Online Platform' under the Digital Services Act, which impose additional rules, regulations, and compliance costs that may not apply to its competitors. The company faces exposure to fluctuations in foreign currency exchange rates, as its businesses outside of the U.S. represent a substantial majority of its financial results, and a hypothetical 100 basis point decrease in interest rates would have resulted in an increase in the estimated fair value of its nonconvertible debt of approximately $1.1 billion ⁵² at December 31, 2025. The company may have exposure to additional tax liabilities, including the potential reduction or elimination of its Innovation Box Tax benefit in the Netherlands, which taxes qualifying innovative activities at a rate of 9% ⁵³ rather than the Dutch statutory rate of 25.8% ⁵⁴, and had a significant beneficial impact on its effective tax rates for 2025 and 2024.

Management's message emphasizes the company's mission to make it easier for everyone to experience the world and highlights meaningful progress on strategic initiatives, including achieving record annual room nights in 2025, integrating new generative AI features, advancing the Connected Trip vision, expanding the Genius loyalty program, partnering with leading Gen AI organizations, increasing brand awareness in key geographies, increasing adoption of the payments platform, growing the alternative accommodations offering, and executing on the Transformation Program to drive efficiency and create capacity for reinvestments in strategic priorities for long-term value creation. Management states that the Transformation Program resulted in approximately $250 million ⁵⁵ in savings in 2025 and that the company raised its expectation for the ultimate annual run-rate savings to a range of $500 to $550 million ⁵⁶ from previous guidance of $400 to $450 million ⁵⁷. Management also notes that as of the end of 2025, the company has enabled approximately $550 million ⁵⁸ in annual run-rate savings and expects to realize these run-rate savings by the end of 2026. The key strategic priorities emphasized for the period ahead are the Connected Trip vision, generative AI integration, and the Transformation Program.