Booking Holdings 10-Qquarter ended 2026-09-30
RestructuringImpairment / chargeLegal / investigation
FTC matter drove a $1B charge, overshadowing faster room-night growth as international travel from Europe and Asia improved.
Filed 2026-11-03 17:09 ET
Key figures · Q3 FY2026 · period ended 2026-09-30
- Revenue$8.9BYoY −1.3%QoQ +21.0%
- Operating income$3.4BYoY −1.9%QoQ +36.7%
- Net income$2.7BYoY −1.1%QoQ +39.3%
- Total assets$28.3BQoQ −4.8%
- Total debt$20.1BQoQ −0.6%
How total debt adds up Long-term debt $18,074M + Short-term debt $1,987M Total debt $20,061M Lines as the filer presents them on its balance sheet.
- Shareholders' equity−$10.4BYoY −119.7%QoQ +3.5%
- Tangible book value−$13.8BQoQ +3.3%
How this filing reads
- Health+0.3Nine-month operating cash flow was $8.07B against $15.8B cash and $20.1B debt.
- Momentum+0.5Room nights accelerated to +6.7%, while nine-month revenue and operating income rose 5.9% and 5.8%.
- Outlook−0.2Unresolved FTC talks and a new EU investigation create potential penalties and operating restrictions.
Executive Summary
Booking Holdings sells accommodation and other travel reservations to travelers, earning commissions, payment-related revenue and advertising fees from travel providers and advertisers. It is building an AI-powered Connected Trip experience that links planning, booking, payments and in-trip services, supported by loyalty and mobile apps. Room-night growth accelerated this quarter, but a $1.0B charge related to a Federal Trade Commission matter obscured business growth and highlighted the cost of regulatory scrutiny. For investors, the opportunity is deeper customer relationships and more travel purchases per customer; the test is whether those gains outweigh higher acquisition, payment-processing and compliance costs.
What's Happening in the Business
Booking.com’s shift toward merchant transactions—where it facilitates traveler payments—is reshaping both revenue and costs. Merchant bookings reached 75% of gross bookings, from 72%, supporting payment flexibility and Connected Trip. Management says incremental payment-facilitation revenue exceeded associated incremental variable expenses over the trailing year, although processing, fraud and chargeback costs rise with this model.
Accommodation remains the foundation: ≈90% of revenue before the regulatory adjustment related to online accommodation reservations. Booking.com listed ≈4.7M properties, including ≈4.2M alternative accommodations; these supplied 37% of its room nights, from 36%. Expanded flight offerings broaden the trip proposition, but management cautions that non-accommodation services generally carry lower margins.
The Federal Trade Commission matter concerns disclosures, fees, customer support and billing. Booking recorded a $900M revenue reduction and a $100M accrued loss; settlement discussions continue, so this is not a finalized resolution.
Management is also funding cloud, software and generative-AI capabilities while restructuring operations. Its transformation program targets ≈$650M in annual run-rate savings, raised from ≈$550M, with most incremental savings expected in 2027 and most associated costs and accelerated investment expected through year-end 2027.
Key Financial Highlights
Q3 and 9M ended 9/30/2026; changes are Y/Y.
| Metric | Q3 | 9M | Investor interpretation |
|---|---|---|---|
| Revenue | $8.89B; −1.3% | $21.8B; +5.9% | The regulatory reduction masked growth in travel reservations and merchant services. |
| Operating income | $3.42B; −1.9% | $7.19B; +5.8% | The regulatory charge was partly offset by the absence of last year’s KAYAK impairment. |
| Net income | $2.72B; −1.1% | $5.75B; +45% | Currency gains on euro debt and lower interest expense amplified 9M earnings growth beyond operating improvement. |
| Diluted EPS | $3.61; +6.8% | $7.45; +53% | Repurchases reduced the diluted share count, lifting per-share growth above net-income growth. |
| Revenue category | Q3 revenue | 9M revenue |
|---|---|---|
| Merchant revenue | $7.00B; +14% | $15.8B; +17% |
| Agency revenue | $2.46B; −4.1% | $5.89B; −4.6% |
| Advertising and other revenue | $332M; +7.8% | $960M; +8.5% |
- Travel demand: Room nights reached 345M, +6.7%, accelerating from 5% in Q2 as international travel originating in Europe and Asia improved. Gross bookings were $54.5B, +9.6%, slower than 9M growth of 11%; ≈3% higher constant-currency accommodation prices supported Q3 bookings.
- Flights: Tickets increased 19% to 21M, supported by expanded offerings; flight gross bookings grew 21%. Rental car days declined 0.7%.
- Operating costs: Marketing rose 11% to $2.59B, reflecting affiliate spending and investment in bookings. Additional merchant transaction costs were $72M in Q3; the prior-year KAYAK impairment was $457M.
- Currency effects: Unrealized gains on euro-denominated debt were $655M for 9M vs losses of $1.41B, explaining much of the gap between operating and net-income growth without representing stronger travel operations.
- Cash generation: 9M OCF was $8.07B, +1.9%, vs net income shown above. A $2.60B increase in deferred merchant bookings and other current liabilities supported cash flow, including customer prepayments and the regulatory accrual; these are not all freely distributable earnings.
- Capital allocation: Authorized-program repurchases were $9.57B vs $3.78B; dividends were $978M vs $941M. Outstanding shares fell 6.4% from year-end. Cash and equivalents were $15.8B against $20.1B of debt carrying value, while the equity deficit widened to $(10.4)B from $(5.58)B.
Risk Assessment
- Regulatory exposure: The unresolved Federal Trade Commission matter could require additional restitution or penalties, while an European Commission Digital Services Act investigation opened in 10/2026 could constrain operations or increase costs.
- Customer acquisition: Declining search-engine traffic may require more paid marketing, while generative-AI alternatives and intense Asian discounting threaten customer access and pricing.
- Capital flexibility: Repurchases exceeded operating cash generation before dividends, and refundable traveler balances limit how much reported cash is available for shareholders.
- Currency volatility: Substantial international operations and euro-denominated borrowing can produce large earnings swings unrelated to reservation demand.
This 10-Q lists no risk factors of its own and refers to the annual report. The risks above come from the rest of this filing. Full list: the company's 10-Ks on SEC.
What to Watch
- Accommodation demand: Room-night growth accelerated this quarter; sustained international improvement would support the core business, while renewed long-haul weakness would undermine it.
- Connected Trip economics: App room nights reached a high-fifties share, but direct bookings stayed in the mid-fifties; rising direct share would support marketing efficiency, while continued paid-channel dependence would weaken that case.
- Transformation delivery: Management’s savings target works if costs fall without damaging bookings or service; repeated spending extensions or weaker demand would challenge it.
- Regulatory resolution: A finalized Federal Trade Commission settlement would clarify the liability; additional charges or operating restrictions would worsen the current assessment.
Longer version: the summary of each of the report's 6 sections, written by an AI model from the same filing.
Changes since the previous 10-Q
- Risk materialized FTC exposure
Priceline faced a potential FTC complaint. → $1 billion charged for FTC matter; settlement discussions continue.
Figures are computed from the filing's XBRL data; the summary and scores are written by an AI model reading the filing.
Model 006 · prompt v172 · 2026-11-03 23:39:59Z