Booking Holdings (BKNG) Risk Factor Changes

Our investments in private entities are inherently risky in that such companies are typically at an early stage of development, may have no or limited revenues, may not be or ever become profitable, may not be able to…

Our businesses outside of the U.S.

If our environmental and social practices and disclosures do not meet evolving investor or other stakeholder expectations or regulatory requirements, then our reputation, ability to attract or retain employees, and ou…

From time to time, in the ordinary course of our business, we may be subject to legal proceedings and claims relating to the intellectual property rights of others.

We endeavor to defend our intellectual property rights diligently, but intellectual property litigation is expensive and time-consuming and may divert management from business objectives.

We rely on intellectual property such as trademarks, copyrights, patents, and trade secrets to support our business as well as domain names or other intangible rights or property secured through purchase, licensing or…

We rely on banks, card schemes, and other payment processors to execute certain components of the payments process.

We are also subject to payment card association rules and obligations under our contracts with the card schemes and our payment card processors, and indirectly to the rules of payment systems in respect of credit (i.e…

We process the majority of our transactions on a merchant basis where we facilitate payments from travelers through payment cards and other payment methods.

Compliance with requirements of multiple jurisdictions increases our cost of doing business.

The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by judicial or regulatory bodies could require us to incur significant compliance costs, cause the development of th…

New laws and regulations could impact our services, require us to change our business practices, and impose additional complexity and costs.

Our business is subject to various competition, consumer protection, and online commerce laws and regulations around the world, and as the size of our business grows, scrutiny of our business in these areas may intens…

The Netherlands corporate income tax law provides that income generated from qualifying innovative activities is taxed at the rate of 9% ("Innovation Box Tax") rather than the Dutch statutory rate of 25.8%.

A number of jurisdictions have initiated lawsuits or other proceedings against OTCs, including us, related to, among other things, the payment of certain travel transaction taxes that could include historical taxes th…

Changes in U.S.

Certain countries or regulatory authorities have introduced or are considering digital services taxes that may apply to us even if we have no physical presence and are generally not subject to income tax in those juri…

The U.S.

We use both internally-developed and third-party systems to operate our services, including transaction processing, order management, and financial and accounting systems.

We have experienced targeted and organized malware, phishing, and account takeover attacks, and may in the future experience these and other forms of attack such as ransomware, SQL injection (where a third party attem…

We have hardware for operating our services located in hosting facilities around the world.

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

We depend on software and computing infrastructure (including open source software) for the operation of our business.

We have invested and in the future may invest in new business strategies and acquisitions of complementary businesses.

Our financial results depend on the successful execution of our operating plans.

Any significant increase in our provision for expected credit losses, or cash outlays to refund consumers for prepaid reservations, could have a corresponding adverse effect on our results of operations and related ca…

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

Our performance relies on the talents and efforts of highly skilled individuals.

We use Gen AI in our business, including for internal productivity purposes and in consumer- and partner-facing initiatives such as AI travel assistants, price comparison tools, and as part of enhancing the developmen…

Our marketing efficiency, expressed as marketing expense as a percentage of gross bookings, and performance marketing return on investment ("ROIs") are impacted by a number of factors that are subject to variability a…

We invest considerable resources in the establishment and maintenance of our brands, marketing and other brand building efforts to preserve and enhance consumer awareness of our brands, and to attract and retain consu…

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.

Alternative accommodations are subject to increased risk of claims of liability based on injury, death, discrimination, or criminal activities.

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.

Consumers increasingly use mobile devices and apps to make online travel bookings, and may in the future use Gen AI-enabled devices to make bookings.

We may not be able to keep pace with the competitive pressure to innovate.

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.

We compete in markets characterized by rapidly changing technology, evolving industry standards, consolidation, frequent product developments, and changing consumer preferences.

We rely on third parties to make their services available to consumers for reservation through us.

We believe that the breadth, variety, and quality of accommodations on our platforms helps drive our growth.

Many markets may have strong local competitors with an established brand and travel service provider or restaurant relationships making expansion in that market difficult or costly.

We derive a substantial portion of our gross bookings from countries outside the United States.

For many consumers, the price of a travel service is the primary factor determining whether to book a reservation.

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…

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 trave…

Our financial results depend upon sales of travel services, which can fluctuate based on consumer discretionary spending levels.

The risk factors section should be carefully considered in full, in addition to other information appearing in this Form 10-K, including Part II, Item 7, Management's Discussion and Analysis of Financial Condition and…

In response to focus by our investors and other stakeholders, we made climate-related commitments and issued a Climate Action Plan.

service providers could have difficulty making or receiving payments, which could adversely impact our reputation, business, and results of operations.

•changes in social or political conditions or policies relating to a wide range of topics.

•difficulties in transferring funds from or converting currencies in certain countries; and

•additional complexity to comply with regulations in multiple jurisdictions, as well as overlapping or inconsistent legal regimes, in particular with respect to tax, labor, consumer protection, AI, digital content, ad…

Another area of potential regulatory inquiry involves contractual online search term bidding restrictions where one contracting party agrees not to bid on certain key search terms related to the other party (e.g., suc…

We have also been involved in investigations or inquiries involving consumer protection matters and we have previously made voluntary commitments to consumer authorities to resolve investigations or inquiries that hav…

competition authorities ("NCAs") and other governmental authorities.

We are subject to competition and consumer protection laws and regulations around the world.

Legal, Regulatory, Compliance, and Reputational Risks

The loss or reduction of the Innovation Box Tax benefit could substantially increase our effective tax rate and adversely impact our results of operations and cash flows.

In order to be eligible for Innovation Box Tax treatment, Booking.com must, among other things, apply for and obtain a research and development ("R&D") certificate from a Dutch governmental agency every six months con…

Additionally, jurisdictions have initiated, and may in the future initiate, legal proceedings against us and other OTCs related to the payment of certain travel transaction taxes (including historical or prospective t…

results of operations and cash flows.

mitigate the risk of human error but can also make testing, troubleshooting, and auditing more difficult.

business.

Information Security, Cybersecurity, and Data Privacy Risks

In addition, we are conducting a multi-year phased migration to integrate and upgrade certain systems and processes.

We have recorded and may in the future record impairments of goodwill, long-term investments, or long-lived assets.

Our Gen AI initiatives will require increased investment in infrastructure and headcount.

Our ability to offer a variety of appropriate payment solutions is an important part of our value proposition for our partners and consumers.

marketing invested by these channels to generate demand, and overall marketing platform traffic growth trends, may also impact our gross bookings and revenue growth rates.

We rely on various third-party distribution channels (i.e., marketing affiliates) to distribute accommodation, rental car, and airline ticket reservations.

performance marketing on general search platforms, which could have an adverse effect on our business and results of operations.

We rely upon Google and other search and meta-search services to generate a significant portion of traffic to our platforms, principally through pay-per-click marketing campaigns.

able to more easily or cost-effectively acquire customers for its online travel services than we can.

The market for accommodations covers a wide range of property types including alternative accommodations, and companies like Airbnb and Vrbo (owned by Expedia) compete directly with our accommodations businesses.

Some of our current and potential competitors may have greater resources or stronger competitive positions in certain geographic regions than we do.

•companies offering AI agents powered by Gen AI that can perform or facilitate travel-related services, such as virtual assistants.

•companies offering software solutions and technology services to travel service providers, including global distribution systems ("GDSs") and hospitality software and payments platforms; and

•traditional travel agencies, travel management companies, wholesalers, and tour operators;

•travel service providers (e.g., accommodations, rental car companies, or airlines), which may offer lower prices on their direct channel than they provide to us;

•online platforms, including accommodation and alternative accommodation search or reservation services, travel meta-search, and large online companies including in search, social media, marketplace, Gen AI, and ride-…

We currently, or may in the future, compete with companies that provide a variety of products and services, including:

We compete globally with online and traditional travel and restaurant reservation and related services.

•Success of investments and acquisitions, including integration of acquired businesses.

•Risks of increased debt levels and stock price volatility; and

•Fluctuations in foreign currency exchange rates and other risks associated with doing business in multiple currencies and jurisdictions;

•Risks associated with the facilitation of payments;

•Risks related to exposure to additional tax liabilities and maintaining tax benefits;

•IT systems-related failures or security breaches;

•Operational and technological infrastructure risks;

•Our ability to attract and retain qualified personnel;

•The development and use of generative AI ("Gen AI");

•Our ability to respond to and keep up with rapid technological or other market changes;

•Our performance marketing efficiency and the effectiveness of our marketing efforts;

•Adverse changes in third-party relationships;

•Our ability to successfully manage growth and expand our global business;

•Adverse changes in market conditions for travel services;

•announcements of Gen AI developments or related product launches, particularly relating to agentic capabilities;

Environmental and social matters are an area of evolving focus among our stockholders and other stakeholders, including customers, partners, employees, governments, regulators, and non-governmental organizations, and…

compromised, we could incur significant fines or experience a significant increase in payment card transaction costs.

Additionally, our employees in certain countries are represented by works councils and/or trade unions.