Booking Holdings Inc.BKNG
Booking Holdings Inc. Debt Disclosure
DEBT
Revolving Credit Facility
In May 2023, the Company entered into a five-year unsecured revolving credit facility with a group of lenders. The revolving credit facility extends a revolving line of credit of up to $2 billion to the Company and provides for the issuance of up to $80 million of letters of credit, as well as up to $100 million of borrowings on same-day notice, referred to as swingline loans. Other than the swingline loans, which are available only in U.S. Dollars, the revolving loans and the letters of credit are available in U.S. Dollars, Euros, Pounds Sterling, and any other currency agreed to by the administrative agent and each of the lenders. The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow. In May 2024, the Company extended the maturity date of the revolving credit facility from May 2028 to May 2029 pursuant to an extension request under the credit agreement.
Borrowings under the revolving credit facility will bear interest at a rate determined by reference to benchmark rates plus an applicable spread (ranging from 0% to 1.375%) based on the better of the Company's leverage or credit rating at the time of the borrowing. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate determined by reference to the Company's leverage or credit rating. At December 31, 2025 and 2024, there were no borrowings outstanding and $19 million and $26 million, respectively, of letters of credit issued under the revolving credit facility.
Outstanding Debt
Outstanding debt consists of the following:
| December 31, 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 | ||||||||||||||||||||||
4.625% Senior Notes due April 2030 | — | — | 1,500 | 1,494 | ||||||||||||||||||||||
3.6% Senior Notes due June 2026 (3) | 1,000 | 1,000 | 1,000 | 999 | ||||||||||||||||||||||
4.0% (€750 Million) Senior Notes due November 2026 (3) | 881 | 880 | 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 | 881 | 879 | 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 | 881 | 877 | 777 | 772 | ||||||||||||||||||||||
3.0% (€750 Million) Senior Notes due November 2030 | 881 | 876 | — | — | ||||||||||||||||||||||
3.125% (€500 Million) Senior Notes due May 2031 | 587 | 582 | — | — | ||||||||||||||||||||||
4.5% (€1 Billion) Senior Notes due November 2031 | 1,174 | 1,169 | 1,035 | 1,030 | ||||||||||||||||||||||
3.625% (€650 Million) Senior Notes due March 2032 | 764 | 760 | 673 | 669 | ||||||||||||||||||||||
3.25% (€600 Million) Senior Notes due November 2032 | 705 | 698 | 621 | 614 | ||||||||||||||||||||||
4.125% (€1.25 Billion) Senior Notes due May 2033 | 1,468 | 1,456 | 1,294 | 1,282 | ||||||||||||||||||||||
4.75% (€1 Billion) Senior Notes due November 2034 | 1,174 | 1,167 | 1,035 | 1,028 | ||||||||||||||||||||||
3.625% (€750 Million) Senior Notes due November 2035 | 881 | 867 | — | — | ||||||||||||||||||||||
3.75% (€850 Million) Senior Notes due March 2036 | 998 | 984 | 880 | 866 | ||||||||||||||||||||||
3.75% (€500 Million) Senior Notes due November 2037 | 587 | 584 | 518 | 514 | ||||||||||||||||||||||
4.125% (€750 Million) Senior Notes due May 2038 | 881 | 870 | — | — | ||||||||||||||||||||||
4.0% (€750 Million) Senior Notes due March 2044 | 881 | 865 | 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 | 575 | — | — | ||||||||||||||||||||||
| Total outstanding debt | $ | 18,882 | $ | 18,736 | $ | 17,228 | $ | 16,598 | ||||||||||||||||||
| Short-term debt | $ | 1,881 | $ | 1,880 | $ | 2,268 | $ | 1,745 | ||||||||||||||||||
| Long-term debt | $ | 17,001 | $ | 16,856 | $ | 14,960 | $ | 14,853 | ||||||||||||||||||
(1) The carrying values differ from the outstanding principal amounts due to unamortized debt discounts and debt issuance costs of $146 million and $630 million as of December 31, 2025 and 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 Consolidated Balance Sheet as of December 31, 2025.
Fair Value of Debt
At December 31, 2025 and 2024, the fair value of outstanding debt was approximately $18.9 billion and $18.8 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 2). 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, as applicable. The fair value of the Company's debt in excess of the outstanding principal amount at December 31, 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 that matured in May 2025.
Convertible Senior Notes
In April 2020, the Company issued $863 million aggregate principal amount of convertible senior notes due in May 2025 with an interest rate of 0.75% (the "May 2025 Notes"). The May 2025 Notes were convertible, subject to certain conditions, into the Company's common stock at a contractually determined conversion price. The May 2025 Notes were convertible, at the option of the holder, prior to November 1, 2024, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter was more than 130% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock was acquired on or prior to the maturity of the May 2025 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would have been required to make additional payments in the form of shares of common stock to the holders of the May 2025 Notes in an aggregate value ranging from $0 to $235 million depending upon the date of the transaction and the then current stock price of the Company. Starting on November 1, 2024, note holders had the right to convert all or any portion of the May 2025 Notes, regardless of the Company's stock price. The May 2025 Notes were not redeemable by the Company prior to maturity. The holders could have required the Company to repurchase the May 2025 Notes for cash in certain circumstances. Interest on the May 2025 Notes was payable on May 1 and November 1 of each year. Prior to November 2024, if the note holders exercised their option to convert, the Company delivered cash to repay the principal amount of the May 2025 Notes and had the option to deliver shares of the Company's common stock or cash, to satisfy the conversion premium. As of November 1, 2024, note holders were entitled to repayment of the principal amount of the May 2025 Notes in cash, and if they exercised their option to convert, the note holders were entitled to cash payment for the conversion premium, settled at maturity. Based on the closing sales prices of the Company's common stock for the prescribed measurement periods, the May 2025 Notes were convertible at the option of the holder starting the second calendar quarter of 2023 until November 1, 2024, when they became convertible regardless of the Company's stock price. The May 2025 Notes were classified as "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2024. At December 31, 2024, the estimated fair value of the May 2025 Notes was $2.1 billion and was considered a "Level 2" fair value measurement (see Note 2). For the year ended December 31, 2023, the weighted-average effective interest rate related to the May 2025 Notes was 1.2%.
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 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 was 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 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 (considered a "Level 2" fair value measurement; see Note 2), was $1.3 billion at December 31, 2024 and is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet. The unamortized debt discount and debt issuance costs was $523 million at December 31, 2024.
The Company recognized the following activity related to the conversion option of the May 2025 Notes in the Consolidated Statements of Operations:
| (In millions) | Classification in Consolidated Statements of Operations | Year Ended December 31, | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
Change in fair value of the conversion option (1) | Other income (expense), net | $ | 163 | $ | (535) | |||||||||||||||
| Amortization of debt discount | Interest expense | (523) | (261) | |||||||||||||||||
Total charges | $ | (360) | $ | (796) | ||||||||||||||||
(1) Includes loss on bifurcation for the year ended December 31, 2024.
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. During the year ended December 31, 2024, the Company paid $198 million in aggregate upon the conversion of the May 2025 Notes at the holders' option, to repay the principal amount of $78 million due upon conversion and an additional $120 million conversion premium.
Nonconvertible Senior Notes
The following table summarizes the information related to nonconvertible senior notes outstanding at December 31, 2025:
Nonconvertible Senior Notes | Date of Issuance | Effective Interest Rate (1) | Timing of Interest Payments | |||||||||||||||||
3.6% Senior Notes due June 2026 | May 2016 | 3.70% | Semi-annually in June and December | |||||||||||||||||
4.0% Senior Notes due November 2026 | November 2022 | 4.08% | Annually in November | |||||||||||||||||
1.8% Senior Notes due March 2027 | March 2015 | 1.86% | Annually in March | |||||||||||||||||
3.55% Senior Notes due March 2028 | August 2017 | 3.63% | Semi-annually in March and September | |||||||||||||||||
0.5% Senior Notes due March 2028 | March 2021 | 0.63% | Annually in March | |||||||||||||||||
3.625% Senior Notes due November 2028 | May 2023 | 3.74% | Annually in November | |||||||||||||||||
3.5% Senior Notes due March 2029 | March 2024 | 3.61% | Annually in March | |||||||||||||||||
4.25% Senior Notes due May 2029 | November 2022 | 4.35% | Annually in May | |||||||||||||||||
3.0% Senior Notes due November 2030 | November 2025 | 3.13% | Annually in November | |||||||||||||||||
3.125% Senior Notes due May 2031 | May 2025 | 3.32% | Annually in May | |||||||||||||||||
4.5% Senior Notes due November 2031 | November 2022 | 4.57% | Annually in November | |||||||||||||||||
3.625% Senior Notes due March 2032 | March 2024 | 3.71% | Annually in March | |||||||||||||||||
3.25% Senior Notes due November 2032 | November 2024 | 3.41% | Annually in November | |||||||||||||||||
4.125% Senior Notes due May 2033 | May 2023 | 4.26% | Annually in May | |||||||||||||||||
4.75% Senior Notes due November 2034 | November 2022 | 4.81% | Annually in November | |||||||||||||||||
3.625% Senior Notes due November 2035 | November 2025 | 3.82% | Annually in November | |||||||||||||||||
3.75% Senior Notes due March 2036 | March 2024 | 3.92% | Annually in March | |||||||||||||||||
3.75% Senior Notes due November 2037 | November 2024 | 3.81% | Annually in November | |||||||||||||||||
4.125% Senior Notes due May 2038 | May 2025 | 4.25% | Annually in May | |||||||||||||||||
4.0% Senior Notes due March 2044 | March 2024 | 4.15% | Annually in March | |||||||||||||||||
3.875% Senior Notes due March 2045 | November 2024 | 4.03% | Annually in March | |||||||||||||||||
4.5% Senior Notes due May 2046 | May 2025 | 4.66% | Annually in May | |||||||||||||||||
(1) Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt.
In 2025, 2024, and 2023, the Company issued senior notes with varying maturities for aggregate cash proceeds of $3.7 billion, $4.8 billion, and $1.9 billion, respectively. The proceeds from the issuance of these senior notes were used for general corporate purposes, including to repurchase shares of the Company's common stock and to redeem or repay outstanding indebtedness.
In 2025, the Company paid $1.5 billion on settlement of the exercise of the make-whole option to redeem the 4.625% Senior Notes due April 2030 and recognized a loss of $25 million on the early extinguishment of these notes, which is included in "Other income (expense), net" in the Consolidated Statement of Operations for the year ended December 31, 2025. Also, in 2025, 2024, and 2023, the Company paid $1.5 billion, $1.1 billion, and $500 million on the maturity of the senior notes due March 2025, September 2024, and March 2023, respectively. In addition, the Company paid the applicable accrued and unpaid interest relating to these senior notes.
Interest expense related to nonconvertible senior notes consists primarily of coupon interest expense of $630 million, $527 million, and $409 million for the years ended December 31, 2025, 2024, and 2023, respectively. Debt discount and debt issuance costs for these notes are amortized using the effective interest rate method over the period from the origination date through the stated maturity date.
Each of the Company's senior notes are unsecured and rank equally in right of payment with all of the Company's other senior unsecured notes.
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 years ended December 31, 2025 and 2024, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $1.8 billion to $4.8 billion and from $2.3 billion to $5.3 billion, respectively. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statements of Operations.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 27, 2017 | |
| 2015 | Feb 17, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.