Booking Holdings

“A significant portion of consumer traffic to our services is derived from third-party platforms, including Google and other search engines, mobile operating systems, app marketplaces, mapping services, and other digital distribution channels. These platforms increasingly incorporate Gen AI features, such as AI-generated answers, assistants, and recommendations, that may satisfy user intent without directing users to our services or may favor the platform's own or affiliated offerings.”

Annual report 2025A · The company itself

“If we are unable to maintain favorable placement, access, or economics across traditional digital search as well as evolving AI-mediated distribution channels, our distribution of travel and restaurant reservations through such third-party distribution channels is likely to decline and our business, competitive position, and results of operations could be adversely affected.”

Annual report 2025A · The company itself

“These risks are likely to increase as we expand our offerings, integrate our products and services, continue to incorporate AI, and store and process more data.”

Annual report 2025A · The company itself

“These issues are more difficult to manage during any expansion of the number of places where we operate and the variety of services we offer, and as the tools and techniques used in such attacks, such as Gen AI or agentic AI become more advanced.”

Annual report 2025A · The company itself

“For example, we have made climate-related commitments through our Climate Action Plan and continue to evaluate whether we, our partners, and our vendors are able to meet evolving sustainability and other standards, particularly as AI-related energy consumption increases.”

Annual report 2025A · The company itself

“We are executing against our long-term strategy to create an ideal AI-powered traveler experience, offering our customers relevant options and suggestions 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."”

Annual report 2025A · The company itself

“The goal of our Connected Trip vision is to offer a differentiated and personalized 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. In the near term, we are 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.”

Annual report 2025A · The company itself

“We continue to grow our Connected Trip verticals in 2025, including 37% year-over-year flight ticket growth, and about 80% attraction ticket growth off a small base. We believe that the growth of our payments capabilities removes friction across the travel experience and delivers additional value for consumers and partners.”

Annual report 2025A · The company itself

“We have made significant investments in people, technology, marketing, and our travel offerings, particularly towards our strategic initiatives such as the Connected Trip, payments, and in key regions such as Asia and the U.S. In 2025, we continued our investments in Gen AI to accelerate internal productivity and improve the consumer and partner experience.”

Annual report 2025A · The company itself

“Our long-term strategy to commercialize the Connected Trip will require increased investments that could have an adverse impact on our results of operations until we achieve the expected return on these investments. The development of the Connected Trip is subject to uncertainties, including further development of the verticals and technological capabilities (including integrating Gen AI) necessary for the Connected Trip experience, the ability to collect, store, and use customer data in a compliant and integrated fashion, and the attraction and retention of employees dedicated to this effort.”

Annual report 2025A · The company itself

“We offer consumer-facing Gen AI capabilities across our brands, including trip planners, AI assistants to answer consumer queries, and a price comparison tool.”

Annual report 2025A · The company itself

“We offer Gen AI powered tools like Smart Messenger and Auto-Reply to enable partners to engage with guests more efficiently.”

Annual report 2025A · The company itself

“We are dependent on travel service providers, restaurants, search platforms, and other third parties. We rely on third parties to make their services available to consumers for reservation through us.”

Annual report 2025A · The company itself

“We face risks related to the growth of our alternative accommodations business. As we continue to grow our alternative accommodations business, we face increasing risks relating to claims of liability, regulatory developments, and continued growth and profitability.”

Annual report 2025A · The company itself

“Our Business Model We derive substantially all of our revenues from providing online travel reservation services, which facilitate online travel purchases by travelers from travel service providers (which we generally refer to as "consumers" and "partners," respectively).”

Annual report 2025A · The company itself

“Booking.com is the world's leading brand for booking online accommodation reservations, based on room nights booked, with operations worldwide and headquarters in the Netherlands. At December 31, 2025, Booking.com offered accommodation reservation services for approximately 4.4 million properties in over 220 countries and territories and in over 40 languages, consisting of approximately 500,000 hotels, motels, and resorts and approximately 3.9 million homes, apartments, and other unique places to stay.”

Annual report 2025A · The company itself

“Priceline is a leader in discount travel reservations, primarily in North America, with headquarters in Norwalk, Connecticut. Priceline offers online accommodation, flight, and rental car reservation services, as well as vacation packages, cruises, activity, and affiliate programs.”

Annual report 2025A · The company itself

“Agoda is a leading online accommodation reservation service catering primarily to consumers in the Asia-Pacific region, with headquarters in Singapore. Agoda also offers flight, ground transportation, and attractions.”

Annual report 2025A · The company itself

“We believe that global travel bookings will generally continue to grow while shifting from traditional offline methods to online channels. We expect to benefit from this growth in travel and the continued shift to online channels as we work to expand our service offerings and increase our presence in key geographies.”

Annual report 2025A · The company itself

“We continue to grow our Connected Trip verticals in 2025, including 37% year-over-year flight ticket growth, and about 80% attraction ticket growth off a small base. We believe that the growth of our payments capabilities removes friction across the travel experience and delivers additional value for consumers and partners.”

Annual report 2025A · The company itself

“We aim to provide consumers with a best-in-class experience with tailored planning, payment, language, and other options seamlessly connecting them with our travel service provider partners.”

Annual report 2025A · The company itself

“KAYAK, headquartered in Norwalk, Connecticut, 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. KAYAK offers its services in over 60 countries and territories.”

Annual report 2025A · The company itself

“In 2025, Booking.com offered flights in over 55 markets. It also offered in-destination tours and activities, rental car reservation services, and ground transportation services across thousands of locations worldwide.”

Annual report 2025A · The company itself

“OpenTable is a leading brand for booking online restaurant reservations. Headquartered in San Francisco, California, OpenTable provides online restaurant reservation services to consumers and reservation management services to restaurants, primarily in the United States.”

Annual report 2025A · The company itself

“For example, we offer optional rental car-related insurance products to customers protecting them against accidental damage to their rental vehicles, optional room and flight cancellation insurance products, and we intend to offer additional trip-related insurance products in the future, which subjects us to insurance distribution regulations and related increased compliance costs and complexities, any of which could negatively impact our business and results of operations.”

Annual report 2025A · The company itself

“If threat actors are able to circumvent, interrupt, or adversely affect our security measures, including as a result of our own acts or omissions, it could result in a compromise or breach of consumer, partner, or employee data. Data security is essential to maintaining consumer and partner confidence in our services and the uninterrupted availability of our web and mobile platforms is essential for our business.”

Annual report 2025A · The company itself

“Vulnerabilities in our consumer and partner systems could and have resulted in unauthorized access to personal and confidential data.”

Annual report 2025A · The company itself

“These risks are likely to increase as we expand our offerings, integrate our products and services, continue to incorporate AI, and store and process more data.”

Annual report 2025A · The company itself

“Cyberattacks, system vulnerabilities, or inadequate system capacity could lead to sustained service outages, data loss, reduced revenue, increased costs, liability claims, or harm to our competitive position.”

Annual report 2025A · The company itself

“Any publicized privacy and security problems could negatively affect consumers' or partners' willingness to use our services.”

Annual report 2025A · The company itself

“Government Regulation Our business operates globally and is subject to a wide range and sometimes conflicting set of evolving laws and regulations across multiple jurisdictions including those relating to payments, the digital marketplace, data protection and privacy, competition, consumer protection, and the travel industry (e.g., the EU's Travel Package Directive).”

Annual report 2025A · The company itself

“For example, following the European Commission's designation of us as a gatekeeper under the Digital Markets Act ("DMA") and Booking.com as a "Very Large Online Platform" under the Digital Services Act ("DSA"), we became subject to new requirements and scrutiny. Similarly, as we expand our payment offerings, any failure by us to comply with changes in European payment services regulation, including Payments Services Directive 3 and the proposed Payment Services Regulation, could limit our ability to offer certain payment features in the European Union.”

Annual report 2025A · The company itself

“In addition, as our payment processing activities develop or expand into different geographies, we are subject to additional regulations, including financial services and export controls regulations, which would result in increased compliance costs and complexities, including those associated with the implementation of new or advanced internal controls.”

Annual report 2025A · The company itself

“Regulators (or we) may determine, and in some cases are likely to determine, that certain aspects of our business are subject to laws that govern payments activities, such as money transmission and online payments processing, which could require us to obtain licenses to continue to operate in certain jurisdictions or result in modification or interruption of our business plans, which would materially adversely affect our business and results of operations.”

Annual report 2025A · The company itself

“Our implementation of AI systems could result in legal liability, regulatory action, brand, reputational, or competitive harm, or subject us to new regulatory frameworks (such as the European Union's ("EU") Artificial Intelligence Act). Such risks are heightened if we or third-party developers or vendors lack sufficient responsible AI development or governance practices.”

Annual report 2025A · The company itself

“The DMA and DSA give EU regulators more instruments to investigate and regulate digital businesses and impose additional rules and requirements on platforms designated as "gatekeepers" under the DMA and online platforms more generally, with separate rules for "Very Large Online Platforms" ("VLOPs") under the DSA. As a result of our designation as a gatekeeper under the DMA and Booking.com's designation as a VLOP under the DSA, we are subject to additional rules and regulations that may not be applicable to our competitors.”

Annual report 2025A · The company itself

“Under the DSA, as a VLOP, Booking.com is required to collect more information from partners, which could disincentivize certain partners from using our services. Booking.com is also subject to additional scrutiny, obligations, and costs, such as payment of an annual supervisory fee, annual risk assessments and independent audits, and maintaining a compliance function.”

Annual report 2025A · The company itself

“The rules of the card schemes and payment systems are often updated or interpreted in different ways, and we may need to adjust our systems and/or processes to comply with updated obligations. If we fail to comply with such obligations, we may be fined, required to pay additional processing fees, lose our ability to accept certain credit and debit card payments from our customers, or facilitate other types of online payments, any of which would negatively impact our business, operating results, and profit margins.”

Annual report 2025A · The company itself

“We process the majority of our transactions on a merchant basis where we facilitate payments from travelers through payment cards and other payment methods. While processing transactions on a merchant basis allows us to offer a variety of payment methods and flexible transaction terms, we incur additional payment processing costs (which are typically higher for foreign currency transactions) and other costs related to these transactions, such as costs related to managing and detecting fraudulent payments and transactions.”

Annual report 2025A · The company itself

“For inbound payments, we pay these third parties interchange and other processing and gateway fees to facilitate payments from consumers to travel service providers. If we are unable to maintain our relationships with these third parties on favorable terms, fees are increased, or if we provide security, our profit margin, business, and results of operations could be harmed.”

Annual report 2025A · The company itself

“For example, in conjunction with the 8 Digital Services Act ("DSA"), the European Commission (the "EC") imposes obligations around short-term rental property owner registration, property verification, and enforcement of local registration schemes. Some jurisdictions have adopted or are considering restrictions (e.g., license requirements) on the ability to offer alternative accommodations.”

Annual report 2025A · The company itself

“The handling and storage of such data, as well as privacy rights of consumers, are subject to complex and evolving laws and regulations. While we invest significant resources to comply with regulations such as the EU's General Data Protection Regulation ( "GDPR"), the California Consumer Privacy Act ("CCPA"), the Personal Information Protection Law in the People's Republic of China, the Digital Personal Data Protection Act in India, and the EU Digital Markets Act ("DMA"), they are complex, subject to uncertain interpretation, and impose significant compliance obligations and costs on us.”

Annual report 2025A · The company itself

“These include: requirements by browsers such as Safari and Google Chrome to require opt-in consent for third-party cookies; restrictions on the use of the identifier for advertisers (such as the Apple "IDFA") by mobile device manufacturers; Apple's iCloud+ Private Relay (which hides a user's IP address from websites that the user accesses in favor of other IP addresses provided by Apple's partners); and the adoption of regulations that govern the use of cookies. For example, in the EU, the ePrivacy Directive regulates the use of cookies and similar technologies, including limitations on the use of data and guidelines for enabling users to accept or reject cookies.”

Annual report 2025A · The company itself

“Macroeconomic uncertainties and geopolitical tensions have caused, and in the future may cause, significant volatility in foreign currency exchange rates, stock markets, and oil prices, which can impact consumer travel behavior.”

Annual report 2025A · The company itself

“We derive a substantial portion of our gross bookings from countries outside the United States. The growth rate of our operations outside the United States have generally declined over time as the absolute level of our gross bookings increased and online travel growth rates declined, and they may also be impacted by factors such as economic conditions, changes in foreign currency exchange rates, declines in ADRs, increases in cancellations, adverse changes in travel market conditions, and competition.”

Annual report 2025A · The company itself

“Significant fluctuations in foreign currency exchange rates can affect consumer travel behavior. Consumers traveling from a country whose currency has weakened against other currencies may book lower ADR accommodations, choose to shorten or cancel their international travel plans, or choose to travel domestically rather than internationally, any of which could adversely affect our gross bookings, revenues, and results of operations.”

Annual report 2025A · The company itself

“Our financial results depend upon sales of travel services, which can fluctuate based on consumer discretionary spending levels. Demand for and sales of travel services often decline during periods of perceived or actual adverse economic conditions and times of political or economic uncertainty.”

Annual report 2025A · The company itself

“For many consumers, the price of a travel service is the primary factor determining whether to book a reservation. Some competitors may operate at minimal or negative margins to gain market share.”

Annual report 2025A · The company itself

“Financial Risks Our liquidity, credit ratings, and ongoing access to capital could be materially and negatively affected by global financial conditions and events. Our continued access to sources of liquidity depends on multiple factors, including global economic and financial market conditions, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance, and our credit ratings.”

Annual report 2025A · The company itself

“Further, if our credit ratings were to be downgraded or if financing sources were to ascribe higher risk to our rating levels, our industry or us, our access to capital and the cost of any financing would be negatively impacted.”

Annual report 2025A · The company itself

“Demand for and sales of travel services often decline during periods of perceived or actual adverse economic conditions and times of political or economic uncertainty. Economic and political uncertainty can negatively impact transaction growth rates, cancellation rates, and accommodation average daily rates ("ADRs").”

Annual report 2025A · The company itself

“Other events beyond our control such as pandemics, terrorist attacks, natural disasters, trade disputes, sanctions, wars and regional hostilities, political unrest, travel-related accidents, or overtourism may result in declines in demand or travel restrictions, which could negatively impact our business. These events and their impacts are largely unpredictable and can abruptly affect consumer travel behavior and relationships with travel service providers and partners, which could adversely affect our business and results of operations.”

Annual report 2025A · The company itself

“Economic and political uncertainty can negatively impact transaction growth rates, cancellation rates, and accommodation average daily rates ("ADRs"). If there are lower ADRs, it generally has a negative effect on our revenues and results of operations.”

Annual report 2025A · The company itself

“These factors combined with inflationary pressure on compensation has caused our personnel expenses to attract and retain key talent to increase, which may adversely affect our results of operations.”

Annual report 2025A · The company itself

“Financial Risks Our liquidity, credit ratings, and ongoing access to capital could be materially and negatively affected by global financial conditions and events. Our continued access to sources of liquidity depends on multiple factors, including global economic and financial market conditions, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance, and our credit ratings.”

Annual report 2025A · The company itself

“We face increased risks if the level of our debt increases. We have a substantial amount of outstanding indebtedness and we may incur substantial additional indebtedness in the future.”

Annual report 2025A · The company itself

“Competition for well-qualified employees, especially software engineers, professionals supporting our Gen AI initiatives, and other technology professionals, is intense and costly.”

Annual report 2025A · The company itself

“These factors combined with inflationary pressure on compensation has caused our personnel expenses to attract and retain key talent to increase, which may adversely affect our results of operations.”

Annual report 2025A · The company itself

“As we expand our business into new areas, including building the Connected Trip vision and integrating Gen AI into our offerings, we may become subject to additional laws and regulations. We have been the subject of investigations or inquiries by national competition authorities ("Competition Authorities") and other governmental authorities regarding competition law matters, consumer protection issues, and other areas. For example, we are involved in investigations related to whether certain of Booking.com's arrangements with accommodation providers are anti-competitive, including with respect to issues like contractual parity, pricing tools or programs offered to partners, or the ranking criteria used in displaying results to consumers.”

Annual report 2025A · The company itself

“We are dependent on connectivity and mobile systems throughout the world. Disruptions in connectivity could materially adversely affect our business and results of operations.”

Annual report 2025A · The company itself

“We rely on third-party computer systems and third-party service providers, including GDSs and computerized central reservation systems of the accommodation, rental car, and airline industries in connection with providing some of our services. Any damage to, breach of, or interruption in these third-party services and systems or deterioration in their performance could prevent us from booking related reservations and have an adverse effect on our business, brands, and results of operations.”

Annual report 2025A · The company itself

“Additionally, if these third parties experience service disruptions or if they cease operations, consumers and travel service providers could have difficulty making or receiving payments, which could adversely impact our reputation, business, and results of operations.”

Annual report 2025A · The company itself

“Our business relies on a global supply chain of third-party services providers and we are exposed to risks because we rely on the resilience, security, and legal compliance of their products and services.”

Annual report 2025A · The company itself

“Macroeconomic uncertainties and geopolitical tensions have caused, and in the future may cause, significant volatility in foreign currency exchange rates, stock markets, and oil prices, which can impact consumer travel behavior.”

Annual report 2025A · The company itself

“The growth rate of our operations outside the United States have generally declined over time as the absolute level of our gross bookings increased and online travel growth rates declined, and they may also be impacted by factors such as economic conditions, changes in foreign currency exchange rates, declines in ADRs, increases in cancellations, adverse changes in travel market conditions, and competition.”

Annual report 2025A · The company itself

“We face risks relating to our environmental and social objectives, including climate-related commitments we have made that require us to invest effort, resources, and management time, and failing to meet those objectives may adversely impact our reputation, employee retention, and willingness of customers and partners to do business with us.”

Annual report 2025A · The company itself

“For example, we have made climate-related commitments through our Climate Action Plan and continue to evaluate whether we, our partners, and our vendors are able to meet evolving sustainability and other standards, particularly as AI-related energy consumption increases.”

Annual report 2025A · The company itself

“In some markets such as China, local requirements may restrict participation by foreign businesses, making entry into and expansion in those markets costly, difficult, or impossible.”

Annual report 2025A · The company itself

“These risks are likely to increase as we expand our offerings, integrate our products and services, continue to incorporate AI, and store and process more data.”

Annual report 2025A · The company itself

“Additionally, our employees in certain countries are represented by works councils and/or trade unions. We are required to consult with works councils on certain matters (such as our Transformation Program), acquisitions and divestitures, and other matters that could impact our labor force. Consultation may not be completed on terms satisfactory to us and could result in increases in our cost of labor, diversion of management's attention away from operating our business, delays in certain initiatives, and expose us to claims and litigation.”

Annual report 2025A · The company itself

“With additional attention on the size of travel or technology companies generally, our size and competitive position may negatively affect our ability to obtain regulatory approval of proposed acquisitions or other opportunities, our ability to expand into complementary businesses, or our latitude in dealing with travel service providers (such as by limiting our ability to provide discounts, rebates, or incentives or to exercise contractual rights), any of which could adversely affect our business, results of operations, or ability to grow and compete.”

Annual report 2025A · The company itself

“Agoda is a leading online accommodation reservation service catering primarily to consumers in the Asia-Pacific region, with headquarters in Singapore.”

Annual report 2025A · The company itself

“Booking.com is the world's leading brand for booking online accommodation reservations, based on room nights booked, with operations worldwide and headquarters in the Netherlands.”

Annual report 2025A · The company itself

“To the extent mobile devices or platforms enable users to block advertising content, our advertising revenue and ability to market our brands may also be negatively affected.”

Annual report 2025A · The company itself

“Priceline is a leader in discount travel reservations, primarily in North America, with headquarters in Norwalk, Connecticut.”

Annual report 2025A · The company itself