Booking Holdings (BKNG) 10-K risk factor changes: FY2017 vs FY2016

Travel, including accommodation (including hotels, [added: motels, resorts, homes, apartments,] bed and breakfasts, [removed: hostels, apartments, vacation rentals] [added: hostels] and other properties), rental car and airline ticket reservations, is significantly dependent on discretionary spending levels.

As a result, sales of travel services tend to decline during general economic downturns and recessions [removed: when] [added: and times of political or economic uncertainty as] consumers engage in less discretionary spending, are concerned about unemployment or inflation, have reduced access to credit or experience other concerns or effects that reduce their ability or willingness to travel.

While lower occupancy rates have historically resulted in accommodation providers increasing their distribution of accommodation reservations through third-party intermediaries such as us, our remuneration for accommodation reservation transactions changes proportionately with price, and therefore, lower [removed: ADRs] [added: average daily rates] generally have a negative effect on our accommodation reservation business and a negative effect on our gross profit.

Perceived or actual adverse economic conditions, including slow, slowing or negative economic growth, unemployment [removed: rates] [added: rates, inflation] and weakening [removed: currencies] [added: currencies,] and concerns over government responses such as higher taxes and reduced government spending, could impair consumer spending and adversely affect travel demand.

[removed: Further, uncertainty regarding the future of the European Union following] [added: Political uncertainty, conditions or events, such as] the United [removed: Kingdom's vote] [added: Kingdom’s decision] to leave [added: the European Union] ("Brexit") and concerns regarding certain E.U. members with sovereign debt default [removed: risks could] [added: risks, can] also negatively affect consumer spending and adversely affect travel demand.

At times, we have experienced volatility in transaction growth rates, increased cancellation rates and weaker trends in hotel [removed: ADRs] [added: average daily rates ("ADRs")] across many regions of the world, particularly in those countries that appear to be most affected by economic [added: and political] uncertainties, which we believe are due at least in part to [added: these] macro-economic conditions and concerns.

[removed: Disruptions in the economies of such countries] [added: Economic or political disruptions] could cause, contribute to or be indicative of deteriorating macro-economic conditions, which in turn could negatively affect travel to or from such countries or the travel industry in general and therefore have an adverse impact on our results of operations.

These and other macro-economic uncertainties, such as [removed: sovereign default risk becoming more widespread, declining] oil prices, geopolitical tensions and differing central bank monetary policies, have led to significant volatility in the exchange rates between the U.S. Dollar and the Euro, the British Pound Sterling and other currencies.

For example, although lower oil prices may lead to increased travel activity as consumers have more discretionary funds and airline fares decrease, [removed: recent] declines in oil prices [removed: and stock market volatility] may be indicative of broader macro-economic weakness, which in turn could negatively affect the travel industry and our business.

Since the United Kingdom's Brexit vote, global markets and foreign exchange rates have experienced increased volatility, including a [removed: sharp] decline in the value of the British Pound Sterling as compared to the U.S. Dollar.

Since the timing and terms of the United Kingdom's exit from the European Union are [removed: unknown,] [added: uncertain,] we are unable to predict the effect Brexit will have on our business [added: (including the effect on non-U.K. citizens employed by us in the United Kingdom)] and results of operations.

The United Kingdom's decision to leave the European Union could result in other member countries also determining to leave, which could lead to added economic and political uncertainty and [removed: further] devaluation or eventual abandonment of the Euro common currency, any of which could have a negative impact on travel and therefore our business and results of operations.

The uncertainty of macro-economic factors and their impact on consumer behavior, which may differ across regions, makes it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and adversely affect our results of [added: operations.]

[removed: In addition, other unforeseen events beyond our control, such as worldwide recession, oil prices, terrorist attacks, unusual or extreme weather or natural disasters such as earthquakes, hurricanes, tsunamis, floods, droughts and volcanic eruptions,] travel-related health concerns including pandemics and epidemics such as Ebola, [removed: Zika, Influenza H1N1, avian bird flu, SARS] [added: Zika] and MERS, political instability, [added: changes in economic conditions,] regional hostilities, imposition of taxes or surcharges by regulatory authorities, changes in trade or immigration policies or travel-related accidents, can disrupt travel or otherwise result in declines in travel demand.

Because these events or [removed: concerns] [added: concerns, and the full impact of their effects,] are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers, and therefore demand for our services, which can adversely affect our business and results of operations.

[removed: As] [added: Also, as European] countries respond to [added: an increased flow of migrants from] the [removed: migrant crisis,] [added: Middle East,] travel between countries within the European Union and to and from the region could be subject to increased restrictions or the closing of borders, which could negatively impact travel to, from or within the European Union and adversely affect our business and results of operations.

[removed: In the] [added: The] United [removed: States, the Trump administration] [added: States] has [removed: proposed] [added: implemented] or [added: proposed, or] is [removed: considering] [added: considering,] various [added: travel restrictions and] actions that could affect U.S. trade policy or practices, which [removed: in turn] could [added: also] adversely affect travel to or from the United States.

Future terrorist attacks, natural disasters, health concerns, civil or political unrest or other events [removed: out of] [added: outside] our control [removed: such as the ones described above] could disrupt our business and operations and adversely affect our results of operations.

For example, Google has entered various aspects of the online travel market, including by establishing a flight meta-search product ("Google Flights") and a hotel meta-search [removed: business ("Hotel] [added: product ("Google Hotel] Ads") that are growing rapidly, as well as its "Book on Google" reservation [removed: functionality.][added: functionality and its Google Trips app.]

| • | online travel reservation services such as Expedia, Hotels.com, Hotwire, Orbitz, Travelocity, Wotif, Cheaptickets, ebookers, HotelClub, RatesToGo and CarRentals.com, which are owned by Expedia; Hotel Reservation Service (HRS) and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope, [removed: Car Trawler,] [added: CarTrawler,] Ctrip (in which we hold a minority interest), eLong (in which Ctrip [removed: has acquired] [added: holds] a significant minority [removed: ownership] interest), [removed: Meituan, ezTravel,] [added: ezTravel (in which Ctrip holds a majority interest), Meituan (in which we hold a small minority interest),] MakeMyTrip, OYO Rooms, Yatra, Cleartrip, [removed: Traveloka,] [added: Traveloka (in which Expedia holds a minority interest),] Webjet, Rakuten, Jalan (which is owned by Recruit), ViajaNet, Submarino Viagens, Despegar/Decolar (in which Expedia holds a minority interest), Fliggy (operated by Alibaba), 17u.com, HotelTonight, [removed: CheapOair, Mr. and Mrs. Smith] [added: CheapOair] and eDreams ODIGEO; |

| • | online accommodation search and/or reservation services, such as [removed: Airbnb and] [added: Airbnb,] HomeAway (which is owned by [removed: Expedia),] [added: Expedia) and Tujia (in which Ctrip and Expedia hold investments),] currently focused [added: primarily] on [removed: vacation rental properties and other non-hotel] [added: alternative] accommodations, including individually owned [removed: properties;] [added: properties such as homes and apartments;] |

| • | large online companies, including search, social networking and marketplace companies such as Google, Facebook, Alibaba, Tencent, [removed: Amazon, Baidu] [added: Amazon] and [removed: Groupon;] [added: Baidu;] |

| • | traditional travel agencies, travel management companies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services, such as Carlson Wagonlit, American Express, BCD Travel, [removed: Concur,] [added: Concur (which is owned by SAP),] Thomas Cook, TUI, [removed: Hotelbeds] and [removed: Tourico] [added: Hotelbeds] (which [removed: have agreed to merge)] [added: acquired Tourico] and [removed: Kuoni,] [added: GTA in 2017),] as well as thousands of individual travel agencies around the world; |

| • | online travel search and price comparison services (generally referred to as "meta-search" services), such as [added: Google Flights, Google Hotel Ads,] TripAdvisor, trivago (in which Expedia holds a majority [removed: ownership] interest), Qunar (which is controlled by Ctrip), Skyscanner (in which Ctrip holds a majority [removed: interest), Google Flights, Google Hotel Ads] [added: interest)] and HotelsCombined; |

| • | online restaurant reservation services, such as TripAdvisor's LaFourchette, Yelp's SeatMe, Zomato, Bookatable (which is owned by Michelin), Quandoo (which is owned by Recruit) and Resy (in which Airbnb holds a minority interest); [removed: and] |

| • | companies offering new rental car business models or car- or ride-sharing services that affect demand for rental cars, some of which have developed innovative technologies to improve efficiency of point-to-point transportation and extensively utilize mobile platforms, such as Uber, Lyft, Gett, Zipcar (which is owned by Avis), BlaBlaCar, Didi [removed: Chuxing] [added: Chuxing, Grab] and [removed: Ola.] [added: Ola; and] |

[removed: TripAdvisor, a leading travel research and review website,] Google, the world's largest search [removed: engine,] [added: engine] and [added: one of the world's largest companies and] other large, established companies with substantial resources and expertise in developing online commerce and facilitating [removed: Internet] [added: internet] traffic have launched search, meta-search and/or reservation booking services and may create additional inroads into online [removed: travel, both in the United States and internationally.][added: travel.]

[added: Further,] TripAdvisor and trivago, two [added: other] leading meta-search companies, support their meta-search services with significant brand and performance advertising.

To the extent any such consumer behavior leads to growth in our KAYAK meta-search business, such growth may not result in sufficient increases in profits from our KAYAK meta-search business to offset any related decrease in profits experienced by our [removed: travel service reservation] [added: OTC] brands.

For example, TripAdvisor allows consumers to make a reservation at some accommodations while staying on TripAdvisor through its "Instant Booking" offering, which includes participation by many of the leading global hotel [removed: chains, and facilitates hotel reservations on its transaction websites Tingo and Jetsetter.][added: chains.]

[removed: We have been participating in Instant Booking since 2015, however such participation may not result in substantial incremental bookings and could cannibalize business that would otherwise come to us through other ad offerings on TripAdvisor, directly (including after a consumer first visits TripAdvisor) or through other channels, some of which may be more profitable to us than reservations generated through "Instant Booking."] To the extent consumers book travel services through a service such as [added: TripAdvisor's Instant Booking,] Google's "Book on Google," a meta-search website or directly with a travel service provider after visiting a meta-search website or meta-search utility on a traditional search engine without using an OTC like us, or if meta-search services limit our participation within their search results or evolve into more traditional OTCs, we may need to increase our advertising or other customer acquisition costs to maintain or grow our reservation bookings and our business and results of operations could be adversely affected.

For example, companies such as Airbnb and HomeAway (which is owned by Expedia) offer services providing [removed: vacation rental] [added: alternative accommodation] property owners, particularly individuals, an online place to list their accommodations where travelers can search and book such properties and compete directly with our [removed: vacation rental] [added: alternative] accommodation services.

For example, [removed: Marriott International, Hilton, Hyatt Hotels, Intercontinental Hotel Group and Choice Hotels International] [added: many large hotel chains] have [removed: announced] [added: instituted] additional [removed: initiatives] [added: initiatives, such as increased discounting and incentives,] to encourage consumers to book accommodations directly through their [removed: websites, with increased discounting and incentives.][added: websites.]

Further, consolidation among travel service providers, such as Marriott International's acquisition [added: in 2017] of Starwood Hotels & Resorts, could result in lower rates of commission paid to OTCs, increased discounting and greater incentives for consumers to join closed user groups as such travel service providers expand their offerings.

As a result, we face exposure to [removed: adverse] movements in currency exchange rates as the financial results of our international businesses are translated from local currency (principally Euros and British Pounds Sterling) into U.S. Dollars.

[removed: Since] [added: After] the [removed: “Brexit”] [added: "Brexit"] referendum in the United Kingdom in June 2016, the U.S. Dollar [removed: has] strengthened significantly against the British Pound Sterling.

[removed: As a result of these currency exchange rate changes,] [added: If the U.S. Dollar were to again strengthen,] our [removed: foreign currency denominated] [added: foreign-currency-denominated] net assets, gross bookings, gross profit, operating expenses and net income [removed: have been negatively impacted as] [added: when] expressed in U.S. [removed: Dollars, although to a much lesser extent in 2016 than in 2015.][added: Dollars would decrease.]

For example, the strengthening of the U.S. Dollar relative to the Euro in 2015 made it more expensive for Europeans to travel to the United States, and [added: the] dramatic depreciation of the Russian Ruble in 2014 and 2015 made it more expensive for Russians to travel to Europe and most other non-Ruble destinations.

Volatility in foreign exchange rates and its impact on consumer behavior, which may differ across regions, make it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and [removed: adversely affect] our results of operations.

[added: Our international businesses include the Netherlands-based] accommodation reservation service [added: Booking.com, the Asia-based accommodation reservation service] agoda.com, the U.K.-based rental car reservation service Rentalcars.com [added: (which began operating as part of Booking.com on January 1, 2018)] and, to a lesser extent, KAYAK's international meta-search services and OpenTable's international restaurant reservation business.

In addition, unforeseen events beyond our control, such as oil prices, stock market volatility, terrorist attacks, unusual or extreme weather or natural disasters such as earthquakes, hurricanes, tsunamis, floods, droughts and volcanic eruptions,

For example, our business and operations have been negatively impacted by terrorist attacks, Hurricanes Harvey and Irma, which disrupted travel in the southeastern United States and parts of the Caribbean, respectively, in August 2017, and the coup attempt in Turkey in July 2016.

Certain jurisdictions, particularly in Europe, are considering regulations intended to address the issue of "overtourism," including by restricting access to city centers or popular tourist destinations or limiting accommodation offerings in surrounding areas, such as by restricting construction of new hotels or the renting of homes or apartments.

Such regulations could adversely affect travel to, or our ability to offer accommodations in, such markets, which could negatively impact our business, growth and results of operations.

| • | companies offering technology services and software solutions to accommodation providers, including large global distribution systems, or GDSs, such as Amadeus and Sabre. |

Google's travel meta-search services, Google Hotel Ads and Google Flights, are growing rapidly and have achieved significant market share in a relatively short time.

Google leverages its general search business to promote its meta-search offerings by showing meta-search results at the top of its organic search results.

We have been participating in Instant Booking since 2015, however such participation may not result in substantial incremental bookings and could cannibalize business that would otherwise come to us through other ad offerings on TripAdvisor, directly (including after a consumer first visits TripAdvisor) or through other channels, some of which may be more profitable to us than reservations generated through Instant Booking.

In addition, Airbnb has begun offering hotel reservations through its online and mobile platforms.

Although we believe that providing an extensive collection of properties, excellent customer service and an intuitive, easy to use website or mobile experience are important factors influencing a consumer's decision to make a reservation, for many consumers, particularly in certain markets, the price of the travel service is the primary factor determining whether a consumer will book a reservation.

As a result, it is increasingly important to offer travel services, such as hotel room rates, at competitive prices, whether through discounts, coupons, closed-user group rates or loyalty programs, or otherwise.

Discounting and couponing coupled with a high degree of consumer shopping behavior is particularly common in Asian markets, while brand loyalty in such markets can be less important.

In some cases, our competitors are willing to make little or no profit on a transaction, or offer travel services at a loss, in order to gain market share.

In 2017, the Euro, British Pound Sterling and certain other currencies in which we transact strengthened against the U.S. Dollar.

Recent years have seen significant volatility in the exchange rate between the Euro, the British Pound Sterling, the U.S. Dollar and other currencies.

Our international OTC operations have achieved significant year-over-year growth in their gross bookings.

Further, alternative accommodations in general may be subject to increased seasonality due to local tourism seasons, weather or other factors or may not be available at peak times due to use by the property owners, and we may also experience lower profit margins with respect to these properties due to certain additional costs related to offering these accommodations on our websites.

In addition, several jurisdictions have adopted or are considering adopting statutes or ordinances requiring online platforms that list certain alternative accommodations to obtain a license to list such accommodations and/or to comply with other restrictions or requirements.

Also, certain jurisdictions, particularly in Europe, are considering regulations intended to address the issue of "overtourism," including by restricting accommodation offerings in city centers or near popular tourist destinations, such as by restricting construction of new hotels or the renting of homes or apartments.

Such restrictions could also include limiting the number of tourists permitted to visit and stay near popular areas during peak seasons or as a general matter.

For instance, we have observed increased brand advertising by OTCs, meta-search services and travel service providers, particularly in North America and Europe, which may make our brand advertising efforts more expensive and less effective.

Further, at times we may pursue a strategy of increasing performance advertising ROIs, which could negatively affect our gross bookings and gross profit growth rates.

To the extent any such increased shopping behavior leads to growth in

In June 2017, the European Commission fined Google 2.4 billion Euros for breaching European Union antitrust rules by giving its comparison shopping service priority placement in Google search results.

Google has appealed the European Commission's decision, and it is not yet clear how or whether the decision will affect Google's ranking of its travel meta-search services (Google Flights and Google Hotel Ads) in Google search results.

Similarly, changes by our other search and meta-search partners in how they present travel search results or the manner in which they conduct the auction for placement among search results may be competitively disadvantageous to us and may impact our ability to efficiently generate traffic to our websites.

New developments in other areas, such as cloud computing, could make entering our markets easier for competitors due to lower upfront technology costs.

Further, technical innovation often results in bugs and other system failures.

Any such bug or failure, especially in connection with a significant technical implementation or change, could result in lost business, harm to our brand or reputation, customer complaints and other adverse consequences, any of which could adversely affect our business and results of operations.

Furthermore, as the overall size of our business has grown, the competitive pressure to innovate will encompass a wider range of services and technologies, including services and technologies that may be outside of our historical core business, and our ability to keep pace may slow.

Our current and potential competitors range from large and established

companies to emerging start-ups.

Emerging start-ups may be able to innovate and focus on developing a particularly new product or service faster than we can or may foresee consumer need for new services or technologies before us.

Some of our larger competitors or potential competitors have more resources or more established relationships with consumers than we do, and they could use these advantages in ways that could affect our competitive position, including by making acquisitions, entering or investing in travel reservation businesses, investing in research and development, and competing aggressively for highly-skilled employees.

These risks are likely to increase as we expand our offerings, integrate our products and services, and store and process more data, including personal information.

A security breach at any such third-party marketing affiliate, travel service

In the United Kingdom, a Data Protection Bill has been introduced in Parliament that, if adopted, would substantially implement the European Union's General Data Protection Regulation in the United Kingdom.

These issues are likely to become more difficult to manage as we expand the number of places where we operate and the variety of services we offer, and as the tools and techniques used in such attacks become more advanced.

Some competitors offer last-minute discounts for mobile accommodation reservations.

Advertising and distribution

For example, the worldwide recession that began in 2007 led to a weakening in the fundamental demand for our travel reservation services and an increase in the number of consumers who canceled existing travel reservations with us.

Also during the recession, the accommodation industry experienced a significant decrease in occupancy rates and average daily rates ("ADRs").

Concerns persist about the outlook for the global economy in general, including uncertainty in the European Union and China.

For the twelve months ended June 30, 2016, U.K. destination gross profit and U.K. source market gross bookings were 10% or less as a share of our business.

operations.

For example, we have experienced an increase in cancellation rates, which we expect to continue and which we believe is due in part to these macro-economic factors and a resulting lack of consumer confidence.

Increased cancellation rates negatively affect our advertising efficiency and our results of operations.

For example, our business and operations were negatively impacted by the terrorist attacks in Paris in November 2015, Brussels in March 2016, Orlando in June 2016, Nice in July 2016, and Istanbul in July 2016 and January 2017; the coup attempt in Turkey in July 2016; Hurricane Sandy, which disrupted travel in the northeastern United States in late 2012; a major earthquake, tsunami and nuclear emergency in Japan in 2011; severe flooding in Thailand in October 2011; and disruptive civil unrest in Thailand in 2014.

In addition, MERS had an adverse impact on our business in northeast Asia in 2015.

Also, since 2015, regional hostilities in the Middle East have spurred an unprecedented flow of migrants from that region to Europe and other areas.

Airbnb may also seek to further compete with us by offering hotel and other accommodations through their online and mobile platforms.

Potential tax law changes, such as a U.S. border adjustment tax on imported goods, could, if implemented, lead to additional foreign exchange rate volatility and potentially additional strengthening of the U.S. dollar.

For example, gross profit from our international operations grew 22.3% for the year ended December 31, 2016 compared to the year ended December 31, 2015, but, without the negative impact of changes in currency exchange rates, grew year-over-year on a constant-currency basis by approximately 25%.

If the U.S. dollar strengthens further, our foreign currency denominated net assets, gross bookings, gross profit, operating expenses and net income when expressed in U.S. dollars would be adversely affected.

Recent macro-economic conditions, such as sovereign default risk of certain European Union countries with high levels of sovereign debt, concern around devaluation or abandonment of the Euro common currency, declining oil prices, Brexit, geopolitical tensions and differing central bank monetary policies, have led to significant volatility in the exchange rate between the Euro, the British Pound Sterling, the U.S. Dollar and other currencies.

Our international operations include the Netherlands-based accommodation reservation service Booking.com, the Asia-based

Vacation rentals generally consist of, among others, properties categorized as single-unit and multi-unit villas, apartments, "aparthotels" (which are apartments with a front desk and cleaning service) and chalets and are generally self-catered (i.e., include a kitchen), directly bookable properties.

Our vacation rental accommodations in general may be subject to increased seasonality due to local tourism seasons, weather or other factors.

Our vacation rental accommodation business may also experience lower profit margins due to certain additional costs related to offering these accommodations on our websites.

single distribution channel.

In 2016, performance advertising efficiency declined compared to the prior year, mainly due to growth of paid traffic channels, lower ROIs and timing of booking versus travel resulting from accelerating gross bookings growth during the year.

Changes by Google in how it presents travel

Our major competitors and certain new market entrants are offering mobile apps for travel products and other functionality, including proprietary last-minute discounts for accommodation reservations.

As a result, our future success will depend on our ability to adapt to

For example, KAYAK generates revenues, in part, by allowing consumers to compare search results that appear in additional "pop-under" windows.

Changes in browser functionality, such as changes that either block or otherwise limit the use of "pop-under" windows, at times have had a negative impact on our revenues.

Any system failure

Our future effective tax rates

Italian tax authorities have initiated a process to determine whether we should be subject to additional tax obligations in Italy.

Italian tax authorities may determine that we owe additional taxes, and may also assess penalties and interest.

We believe that we have been, and continue to be, in compliance with Italian tax law.

As of December 31, 2016, we held approximately $12.6 billion of cash, cash equivalents, short-term investments and long-term investments outside of the United States.

We currently intend to use our cash held outside the United States to reinvest in our international operations.

If that intention changes and we decide to repatriate that cash to the United States, whether due to cash needs in the United States or otherwise, we would incur related U.S. income tax expense, and we would only make income tax payments when we repatriate the cash.

We would pay only U.S. federal alternative minimum tax and certain U.S. state income taxes as long as we have net operating loss carryforwards available to offset our U.S. taxable income.

If our foreign earnings were repatriated, this could result in us being subject to a cash income tax liability on the earnings of our U.S. businesses sooner than would otherwise have been the case.

After our net operating loss carryforwards have been fully utilized, foreign tax credits associated with the repatriation of international cash may be used to reduce U.S. federal taxes on the repatriation.

Various proposals have been put forward to reform U.S. corporate income tax law, including proposals that would significantly impact how and at what rates U.S. multinationals are taxed on international earnings.

These proposals range from changing the U.S. worldwide tax system to a territorial tax system on the one hand to eliminating the current tax deferral system altogether on the other, introducing a border-adjustment tax that exempts exports but taxes imports, and permitting the expensing of the full cost of certain tangible and intangible property in the year of investment, but limiting interest deductions to interest income with any excess deduction being carried forward to the following year.

Other tax reform proposals advanced include limiting interest deductions in thin capitalization circumstances or eliminating all interest deductions, eliminating all business tax expenditures including deductions, exemptions and most credits (excluding R&D credits), changing the rules on the use of net operating losses, potential reduction of U.S. corporate tax rates and allowing international earnings accumulated under the current system to be repatriated to the U.S. at a favorable tax rate.

We operate six [removed: primary, independently managed] [added: primary] brands:

| • | KAYAK - a leading meta-search service allowing consumers to easily search and compare travel itineraries and prices, including airline ticket, accommodation and rental car reservation [removed: information.] [added: information, from hundreds of travel websites at once.] |

| • | OpenTable - a leading provider of restaurant reservation and information services to consumers and restaurant reservation management [added: and customer acquisition] services to restaurants. |

We refer to our company and all of our subsidiaries and brands collectively as [removed: "The Priceline Group,"] [added: "Booking Holdings,"] the "Company," "we," "our" or "us."

During the year ended December 31, [removed: 2016,] [added: 2017,] our international business (the substantial majority of which is generated by Booking.com) represented approximately [removed: 88%] [added: 89%] of our consolidated gross profit.

| • | Commissions earned from facilitating reservations of accommodations, rental [removed: cars, cruises] [added: cars] and other travel services on an agency basis; |

| • | Advertising revenues primarily earned by KAYAK from sending referrals to [removed: OTCs] [added: online travel companies ("OTCs")] and travel service providers, as well as from advertising placements on KAYAK's websites and mobile apps; |

| • | [removed: Beginning on July 24, 2014, reservation] [added: Reservation] revenues paid by restaurants for diners seated through OpenTable's online reservation services, subscription fees for restaurant reservation management services provided by [removed: OpenTable and other OpenTable revenues;] [added: OpenTable;] and |

All of our other services are [added: generally] recorded in revenue on a "net" basis and have no [added: significant] associated cost of revenue.

We believe this growth is the result of, among other things, the broader shift of travel purchases from offline to online, the widespread adoption of mobile [removed: devices,] [added: devices and] the [removed: high] growth of travel [removed: overall] [added: overall, including] in [added: higher growth] emerging markets such as Asia-Pacific and South [removed: America, and the continued innovation and execution by our teams around the world to build accommodation supply, content and distribution and to improve the consumer experience on our websites and mobile apps.][added: America.]

The size of the travel market outside of the United States is substantially greater than that within the United [added: States, and recent international online travel growth rates have exceeded, and are expected to continue to exceed, the growth rates within the United] States.

[removed: We expect that over] [added: Over] the long term, [added: we expect that] international online travel growth rates will follow a similar trend to that experienced in the United States.

Our growth has primarily been generated by our worldwide accommodation reservation service brand, Booking.com, which is our most significant brand, and has been due, in part, to the availability of a large and growing number of [removed: directly] [added: instantly] bookable properties through Booking.com.

We intend to continue to invest in adding accommodations available for reservation on our websites, [removed: including] [added: such as] hotels, [removed: bed and breakfasts, hostels] [added: motels, resorts, homes, apartments] and [removed: vacation rentals.][added: other unique places to stay.]

[removed: Many of the newer accommodations we add to our travel] reservation services, especially in [removed: highly penetrated] [added: highly-penetrated] markets, may have fewer rooms or higher credit risk and may appeal to a smaller subset of consumers (e.g., hostels and bed and breakfasts).

Because [removed: a vacation rental is typically] [added: alternative accommodations are often] either a single unit or a small collection of independent units, [removed: vacation rental accommodations] [added: these properties generally] represent more limited booking opportunities than [removed: non-vacation rental properties,] [added: hotels, motels and resorts,] which generally have more units to rent per property.

As we increase our [removed: vacation rental] [added: alternative] accommodation business, these different characteristics could negatively impact our profit margins; and, to the extent these properties represent an increasing percentage of the properties added to our websites, we expect that our gross bookings growth rate and property growth rate will continue to diverge over time (since each such property has fewer booking opportunities).

As a result of the foregoing, as the percentage of [removed: vacation rental] [added: alternative accommodation] properties increases, [removed: we expect that] the number of reservations per property will likely continue to decrease.

[removed: Although we will incur additional payment processing costs and chargebacks related to these transactions, which are recorded as sales and marketing expenses in our statement of operations and which will negatively impact our operating margins, we] [added: We] believe that adding these types of properties and service offerings will benefit our customers and our gross bookings, room night and earnings growth rates.

Further, [removed: uncertainty regarding the future of the European Union following] [added: political uncertainty, conditions or events, such as] the United [removed: Kingdom’s vote] [added: Kingdom's decision] to leave [removed: (“Brexit”)] [added: the European Union ("Brexit")] and concerns regarding certain E.U. members with sovereign debt default risks [removed: could] [added: can] also negatively affect consumer spending and adversely affect travel demand.

At times, we have experienced volatility in transaction growth rates, increased cancellation rates and weaker trends in hotel [removed: ADRs] [added: average daily rates ("ADRs")] across many regions of the world, particularly in those countries that appear to be most affected by economic [added: and political] uncertainties, which we believe are due at least in part to [added: these] macro-economic conditions and concerns.

For more detail, see Part [removed: I] [added: II] Item 1A Risk Factors - "Declines or disruptions in the travel industry could adversely affect our business and financial performance."

These and other macro-economic uncertainties, such as [removed: sovereign default risk becoming more widespread, declining oil prices,] geopolitical tensions and differing central bank monetary policies, have led to significant volatility in the exchange rates between the U.S. Dollar and the Euro, the British Pound Sterling and other currencies.

Therefore, because we report our results in U.S. Dollars, we face exposure to [removed: adverse] movements in currency exchange rates as the financial results of our international businesses are translated from local currency (principally Euros and British Pounds Sterling) into U.S. Dollars.

As a result of [removed: these] currency exchange rate changes, our [removed: foreign currency denominated] [added: foreign-currency-denominated] net assets, gross bookings, gross profit, operating expenses and net income have been [removed: negatively] [added: positively] impacted as expressed in U.S. [removed: Dollars, although] [added: Dollars for the year ended December 31, 2017 compared] to [removed: a much lesser extent in 2016 than in 2015.][added: the year ended December 31, 2016.]

For example, gross profit from our international operations grew [removed: 22.3%] [added: 22.0%] for the year ended December 31, [removed: 2016] [added: 2017] compared to the year ended December 31, [removed: 2015,] [added: 2016,] but, without the [removed: negative] [added: positive] impact of changes in currency exchange rates, grew year-over-year on a constant-currency basis by approximately [removed: 25%.][added: 21%.]

Since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins [removed: are] [added: have] not [added: been] significantly impacted by currency fluctuations.

The aggregate principal value of our Euro-denominated [removed: 2022 Notes, 2024 Notes and 2027 Notes,] [added: long-term debt,] and accrued interest thereon, provide a natural hedge [added: against the impact] of [added: currency exchange rate fluctuations on] the net assets of certain of our Euro functional currency subsidiaries.

However, such derivative instruments are short term in nature and not designed to hedge against currency fluctuations that could impact growth rates for our gross bookings, revenues or gross profit (see Note 5 to [removed: the] [added: our] Consolidated Financial Statements for additional information on our derivative contracts).

The markets for the services we offer are intensely competitive and current and new competitors can launch new services [added: to compete with us] at [removed: a] relatively low cost.

Some of our current and potential competitors, such as Google, Apple, Alibaba, [added: Tencent,] Amazon and Facebook, have access to significantly greater and more diversified resources than we do, and they may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses) to enable them to compete more effectively with us.

For example, Google has entered various aspects of the online travel market, including by establishing a flight meta-search product [removed: (“Google Flights”)] [added: (Google Flights)] and a hotel meta-search business [removed: ("Hotel Ads")] [added: (Google Hotel Ads)] that are growing rapidly, as well as its "Book on Google" reservation [removed: functionality.][added: functionality and its Google Trips app.]

[added: Advertising and distribution] opportunities may be more limited on mobile devices given their smaller screen sizes.

For more detail regarding the competitive trends and risks we face, see Part I Item 1 Business - [removed: "Competition",] [added: "Competition,"] Part I Item 1A Risk Factors - "Intense competition could reduce our market share and harm our financial performance." and "Consumer adoption and use of mobile devices creates new challenges and may enable device companies such as Apple to compete directly with us." and "We may not be able to keep up with rapid technological changes."

In addition to providing retail travel reservation services, our priceline.com brand is a leading provider of discounted opaque travel reservation services in the United States through its [added: Express Deals® and] Name Your Own Price® [removed: and Express Deals®] offerings.

In general, we expect that over time our opaque services will continue to decrease in relative importance to our overall business due, we believe, to a variety of factors, including the growth rates of our retail businesses, competition, relative complexity, travel restrictions often required by the travel service provider, difficulty in offering [added: certain of] these services on mobile devices, increased discounts available to consumers through closed user [removed: groups,] [added: groups or couponing,] and limited availability of discounted travel reservations from travel service providers, particularly during periods of high consumer demand.

For the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] our total performance advertising expense was approximately [removed: $3.5] [added: $4.1] billion, [removed: $2.7] [added: $3.5] billion and [removed: $2.3] [added: $2.7] billion, respectively, primarily related to the use of online search engines (primarily Google), meta-search and travel research services and affiliate marketing to generate traffic to our websites.

We also invested approximately [removed: $296] [added: $392] million, [removed: $274] [added: $296] million and [removed: $257] [added: $274] million in brand advertising during [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively, primarily related to costs associated with producing and airing television advertising, online video advertising (for example, on YouTube and Facebook) and online display advertising.

We intend to continue a strategy of promoting brand awareness through both online and offline advertising efforts, including by expanding brand campaigns into additional [removed: markets.][added: markets, and we expect our brand advertising expenses to increase significantly during 2018.]

For example, competition for desired rankings in search results and/or a decline in ad clicks by consumers could increase our costs-per-click and reduce our [removed: performance advertising efficiency.]

We aim to achieve our mission to help people experience the world through global leadership in online travel and restaurant reservation and related services by:

| • | providing consumers with the best choices and prices at any time, in any place, on any device; |

| • | making it easy for people to find, book and experience their travel desires; and |

| • | providing platforms, tools and insights to our business partners to help them be successful. |

Our business is driven primarily by international results, which consist of the results of Booking.com, agoda.com and Rentalcars.com (which began operating as part of Booking.com on January 1, 2018) and the international businesses of KAYAK and OpenTable.

This classification is independent of where the consumer resides, where the consumer is physically located while using our services or the location of the travel service provider or restaurant.

For example, a reservation made through Booking.com at a hotel in New York by a consumer in the United States is part of our international results.

On January 1, 2018, we adopted a new revenue recognition accounting standard which will change the presentation of our Name Your Own Price® revenue to a net basis (see Note 2 to the Consolidated Financial Statements) for periods beginning after December 31, 2017, and, as a result, we will no longer report cost of revenues or gross profit.

We also believe this growth is the result of the continued innovation and execution by our teams around the world to add accommodations to our travel reservation services, increase and improve content, build distribution and improve the consumer experience on our websites and mobile apps, as well as consistently and effectively marketing our brands through performance and brand advertising efforts.

Booking.com included approximately 1,586,000 properties on its website as of December 31, 2017, consisting of approximately 396,000 hotels, motels and resorts and approximately 1,190,000 homes, apartments and other unique places to stay (updated property counts are available on the Booking.com website), compared to approximately 1,115,000 properties (including approximately 339,000 hotels, motels and resorts and approximately 776,000 homes, apartments and other unique places to stay) as of December 31, 2016.

Booking.com has begun categorizing properties listed on its website as either (a) hotels, motels and resorts, which groups together more traditional accommodation types (including hostels, resorts, inns and motels), or (b) homes, apartments and other unique places to stay, also referred to as alternative accommodations, which encompasses all other types of accommodations, including homes, apartments, villas, igloos and beyond.

Booking.com previously classified properties as hotels, vacation rentals or other.

We believe the new categories are more consistent with those used by other industry participants and allow for a more direct comparison of traditional and unique property counts among companies.

Many of the newer accommodations we add to our travel

Further, alternative accommodations in general may be subject to increased seasonality due to local tourism seasons, weather or other factors or may not be available at peak times due to use by the property owners, and we may also experience lower profit margins with respect to these properties due to certain additional costs related to offering these accommodations on our websites.

However, this results in additional payment processing costs, chargebacks and other costs related to these transactions.

As this business continues to grow, we may experience a significant increase in payment processing costs, chargebacks and other costs related to these transactions, which are recorded as sales and marketing expenses in our consolidated statements of operations and which negatively impact our operating margins.

Although we believe that providing an extensive collection of properties, excellent customer service and an intuitive, easy to use website or mobile experience are important factors influencing a consumer's decision to make a reservation, for many consumers, particularly in certain markets, the price of the travel service is the primary factor determining whether a consumer will book a reservation.

In addition, many large hotel chains and OTCs have launched initiatives, such as increased discounting and incentives, to encourage consumers to book accommodations through their websites.

Discounting and couponing coupled with a high degree of consumer shopping behavior is particularly common in Asian markets, while brand loyalty in such markets is less important.

In some cases, our competitors are willing to make little or no profit on a transaction, or offer travel services at a loss, in order to gain market share.

performance advertising efficiency.

Similarly, changes by our other search and meta-search partners in how they present travel search results or the manner in which they conduct the auction for placement among search results may be competitively disadvantageous to us and may impact our ability to efficiently generate traffic to our websites.

In addition, we may from time to time, as we did in the third and fourth quarters of 2017, pursue a strategy of improving our performance advertising ROIs, which could negatively impact growth and positively impact performance advertising efficiency.

We estimate our effective tax rate for 2018 to be approximately 18-21%, which represents our best estimate of our tax expense including the impact of the U.S. Tax Cuts and Jobs Act (the "Tax Act"), estimated U.S. state income taxes and international withholding taxes on our international earnings, and an increase in the Innovation Box Tax rate in the Netherlands from 5% to 7%.

The provisions of the Tax Act are broad and complex, and to date there has been little interpretation or clarification of the act from U.S. tax authorities.

As a result, our estimate is based on our current understanding and could change as more information becomes available.

See Part I Item 1A Risk Factors - "We may have exposure to additional tax liabilities." and "We may not be able to maintain our 'Innovation Box Tax' benefit."

For example, France and Italy, among others, have adopted legislation making price parity agreements illegal and similar legislation is under consideration in other countries.

For example, in March 2017, in connection with a lawsuit begun in 2015 by the Association of Turkish Travel Agencies claiming that Booking.com is required to meet certain registration requirements in Turkey, a Turkish court ordered Booking.com to suspend offering Turkish hotels and accommodations to Turkish residents.

Although Booking.com is appealing the order and believes it to be without basis, this order has had, and is likely to continue to have, a negative impact on our growth and results of operations.

However, historically we generally have not recognized revenue from these bookings until the travel is completed (on "check-out"), which can be in a quarter other than when the reservation is booked.

Beginning on January 1, 2018, we began recognizing revenue for financial reporting purposes in our 2018 financial statements when the travel begins (on "check-in"), which can also be in a quarter other than when the reservation is booked.

We expect this to continue under our new revenue recognition policy.

In recent years, we experienced an expansion of the booking window (the average time between the making of a travel reservation and the travel), which impacts the relationship between our gross bookings (recognized at the time of booking) and our revenue and gross profit (recognized at the time of check-out or, after January 1, 2018, at the time of check-in).

Recently,

we have seen a modest contraction of the booking window.

Future changes in the booking window may cause additional differences between our gross bookings growth rates and revenue growth rates.

Upon adoption of the new revenue recognition accounting standard, for periods beginning after December 31, 2017, the timing of revenue recognition for travel reservation services will change.

For example, revenue for accommodation reservation services, which is primarily recognized at check-out under the current accounting standard, will change to be recognized at check-in under the new revenue standard.

We seek to achieve our mission by providing consumers, travel service providers and restaurants with worldwide leadership in online reservation and related services.

Our business is driven primarily by international results, which consist of the results of Booking.com, agoda.com and Rentalcars.com and the international businesses of KAYAK and OpenTable (in each case regardless of where the consumer resides, where the consumer is physically located while using our services or the location of the travel service provider or restaurant).

For example, for the year ended December 31, 2016, our accommodation room night reservation growth was 29%, as compared to 25% in 2015, 28% in 2014, 37% in 2013 and 40% in 2012.

Historically, Internet use and e-commerce activity of international consumers have trailed that of consumers in the United States.

However, international consumers are increasingly moving to online means for purchasing travel.

Accordingly, recent international online travel growth rates have substantially exceeded, and are expected to continue to exceed, the growth rates within the United States.

Booking.com included over 1,115,000 properties on its website as of December 31, 2016, which included over 568,000 vacation rental properties (updated property counts are available on the Booking.com website), and compares to over 852,000 properties (including over 390,000 vacation rental properties) as of December 31, 2015.

Vacation rentals generally consist of, among others, properties categorized as single-unit and multi-unit villas, apartments, "aparthotels" (which are apartments with a front desk and cleaning service) and chalets and are generally self-catered (i.e., include a kitchen), directly bookable properties.

Our vacation rental accommodations in general may be subject to increased seasonality due to local tourism seasons, weather or other factors.

Our vacation rental accommodation business may also experience lower profit margins due to certain additional costs related to offering these accommodations on our websites.

Concerns persist about the outlook for the global economy in general, including uncertainty in the European Union and China.

Throughout 2015, the U.S. Dollar strengthened significantly year-over-year relative to substantially all currencies in which we transact, most notably the Euro, Brazilian Real, British Pound Sterling, Russian Ruble and Australian Dollar.

In 2016, the U.S. Dollar continued to be stronger year-over-year relative to the British Pound Sterling, Russian Ruble and many other major currencies in which we transact.

Since the "Brexit" referendum in the United Kingdom in June 2016, the U.S. Dollar has strengthened significantly against the British Pound Sterling.

Advertising and distribution

For example, Marriott International, Hilton, Hyatt Hotels, InterContinental Hotel Group and Choice Hotels International have launched additional initiatives to encourage consumers to book accommodations directly through their websites, with increased discounting and incentives.

For example, in August 2015, France adopted legislation known as the "Macron Law" making price parity agreements illegal, including those that had been approved by the French NCA, and similar legislation may be enacted in other counties.

Similarly to 2015, in 2017 Easter will fall in the second quarter instead of the first quarter, and will therefore have a negative effect on our first quarter 2017 year-over-year growth rates and a positive effect on our second quarter 2017 year-over-year growth rates as compared to the same periods in 2016 when Easter fell in the first quarter.

The timing of other holidays such as Chinese New Year, Carnival and Ramadan can also impact our quarterly year-over-year growth rates.

Financial Statements.

We record stock-based compensation expense net of estimated forfeitures.

In determining the estimated forfeiture rates, we periodically review actual forfeitures and update our estimates for future forfeitures, if necessary.

To the extent that actual forfeiture rates differ from current estimates, a cumulative expense adjustment is recorded in the period in which the estimate is revised (see "Recent Accounting Pronouncements" described in Note 2 to the Consolidated Financial Statements for accounting changes that are effective January 1, 2017).

The goodwill impairment charge was included in operating expenses in the Consolidated Statement of Operations for the year ended December 31, 2016.

The goodwill impairment is primarily the result of a change in OpenTable’s business strategy that occurred during the third quarter of 2016.

OpenTable’s post-acquisition strategy was premised on significant and rapid investment in international expansion and various other growth initiatives, resulting in near-term reduced earnings and profit margins but with the goal of achieving significantly increased revenues and profitability

in the long term.

This strategy has resulted in limited progress to date.

As a result, while OpenTable intends to continue to pursue and invest in international expansion and its other growth initiatives, it intends to do so in a more measured and deliberate manner.

This change in strategy resulted in OpenTable updating its forecasted financial results to reflect (a) a material reduction in forecasted long-term financial results from these initiatives, partially offset by (b) improved earnings and profit margins in the near term as a result of the reduced investments.

Based on the updated forecast, we estimated a significant reduction in the fair value of the OpenTable business and recorded the goodwill impairment discussed above.

Future events and changing market conditions may lead us to again re-evaluate the assumptions reflected in the updated forecast, including key assumptions regarding OpenTable's expected growth rates and operating margins and the success and timing of its international expansion and other growth initiatives, as well as other key assumptions with respect to matters outside of our control, such as discount rates, currency exchange rates, market EBITDA comparables, and changes in accounting policies or practices, including the January 2017 accounting update that changes the goodwill impairment testing methodology (see Note 2 to the Consolidated Financial Statements).

Additionally, we evaluate whether events or circumstances have occurred which indicate that the carrying amounts of long-lived assets and intangibles may not be recoverable.

The significant factors that are considered that could trigger an impairment review include changes in business strategies, market conditions, or the manner of use of an asset; under performance relative to historical or expected future operating results; and negative industry or economic trends.

In evaluating an asset for possible impairment, management estimates that asset's future undiscounted cash flows to measure whether the carrying value of the asset is recoverable.

If it is determined that the asset is not recoverable, we measure the impairment based upon the fair value of the asset compared to its carrying value.

The fair value represents the projected discounted cash flows of the asset over its remaining life.

We intend to indefinitely reinvest the unremitted earnings of our international subsidiaries outside of the United States.

At December 31, 2016 and 2015, we had approximately $13.0 billion and $9.9 billion, respectively, of cumulative unremitted international earnings.

We estimate that the deferred tax liability we would record if such earnings were not indefinitely reinvested internationally is approximately $2.3 billion as of December 31, 2016.

We did not experience any material changes in interest rate exposures during the year ended December 31, [removed: 2016.][added: 2017.]

[removed: As of December 31, 2016, a] [added: A] hypothetical 100 basis point (1.0%) increase in interest rates would have resulted in a decrease in the fair values of our investments [removed: in debt securities by] [added: as of December 31, 2017 of] approximately [removed: $204] [added: $206] million.

This amount excludes our investment in Ctrip.com International Ltd. ("Ctrip") senior convertible notes, which are [removed: also subject] [added: more sensitive] to [added: the] market price [removed: risk, which could potentially have a more significant impact on the change] [added: volatility of Ctrip's American Depositary Shares ("ADSs") than changes] in [removed: fair value.][added: interest rates.]

[removed: value of our Ctrip senior] convertible notes will [added: most] likely increase as the market price of Ctrip's [removed: American Depositary Shares ("ADSs") increase] [added: ADSs increases] and decrease as the [added: market] price of Ctrip's ADSs [removed: fall.][added: falls.]

As of December 31, [removed: 2016,] [added: 2017,] the outstanding aggregate principal amount of our debt was approximately [removed: $7.4] [added: $9.7] billion.

We estimate that the market value of such debt was approximately [removed: $8.4] [added: $11.1] billion as of December 31, [removed: 2016.][added: 2017.]

A substantial portion of the market value of our debt in excess of the outstanding principal amount [removed: is related] [added: relates] to the conversion premium on our outstanding convertible notes.

We conduct a significant portion of our business outside the United States through subsidiaries with functional currencies other than the U.S. Dollar (primarily [removed: Euros).][added: Euro).]

Similarly, our net assets, gross bookings, gross profit, operating expenses, and net income will decrease if the U.S. Dollar strengthens against the local [removed: currency.][added: currencies.]

As a result of [removed: these] currency exchange rate changes, our [removed: foreign currency denominated] [added: foreign-currency-denominated] net assets, gross bookings, gross profit, operating expenses and net income have been [removed: negatively] [added: positively] impacted as expressed in U.S. [removed: Dollars, although] [added: Dollars for the year ended December 31, 2017 compared] to [removed: a much lesser extent in 2016 than in 2015.][added: the year ended December 31, 2016.]

Since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins [removed: are] [added: have] not [added: been] significantly impacted by currency fluctuations.

The aggregate principal value of our Euro-denominated [removed: 2022 Notes, 2024 Notes and 2027 Notes,] [added: long-term debt,] and accrued interest thereon, provide a natural hedge [added: against the impact] of [added: currency exchange rate fluctuations on] the net assets of certain of our Euro functional currency subsidiaries.

From time to time, we enter into foreign [removed: exchange] [added: currency] derivative contracts to minimize the impact of short-term foreign currency fluctuations [removed: in] [added: on] our consolidated operating results.

Our derivative contracts principally address foreign [removed: exchange] [added: currency] fluctuation risk for the Euro, [removed: the] British Pound Sterling and certain other currencies versus the U.S. Dollar.

As of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] there were no such outstanding derivative contracts.

Foreign [removed: exchange gains] [added: currency losses] of [removed: $3.4] [added: $2.8] million for the year ended December 31, [removed: 2016,] [added: 2017,] foreign [removed: exchange losses] [added: currency gains] of [removed: $6.6] [added: $3.4] million for the year ended December 31, [removed: 2015] [added: 2016] and foreign [removed: exchange gains] [added: currency losses] of [removed: $13.7] [added: $6.6] million for the year ended December 31, [removed: 2014] [added: 2015] were recorded in "Foreign currency transactions and other" in the Consolidated Statements of Operations.

The fair value of our Ctrip senior

Based upon economic conditions and leading market indicators at December 31, 2016, we do not foresee a significant adverse change in interest rates in the near future.

The fair

Throughout 2015, the U.S. Dollar strengthened significantly year-over-year relative to substantially all currencies in which we transact, most notably the Euro, Brazilian Real, British Pound Sterling, Russian Ruble and Australian Dollar.

In 2016, the U.S. Dollar continued to be stronger year-over-year relative to the British Pound Sterling, Russian Ruble and many other major currencies in which we transact.

Since the “Brexit” referendum in the United Kingdom in June 2016, the U.S. Dollar has strengthened significantly against the British Pound Sterling.

We operate six [removed: primary, independently managed] [added: primary] brands:

| • | KAYAK - a leading meta-search service allowing consumers to easily search and compare travel itineraries and prices, including airline ticket, accommodation and rental car reservation [removed: information.] [added: information, from hundreds of travel websites at once.] |

| • | OpenTable - a leading provider of restaurant reservation and information services to consumers and restaurant reservation management [added: and customer acquisition] services to restaurants. |

During the year ended December 31, [removed: 2016,] [added: 2017,] our international business (the substantial majority of which is generated by Booking.com) represented approximately [removed: 88%] [added: 89%] of our consolidated gross profit.

[removed: The Priceline Group] [added: Booking Holdings] Inc. was formed as a Delaware limited liability company in 1997 and was converted into a Delaware corporation [added: named priceline.com Incorporated] in July 1998.

On April 1, 2014, the Company changed its name from priceline.com Incorporated to The Priceline Group [added: Inc., and, on February 21, 2018, the Company changed its name to Booking Holdings] Inc. Our common stock is listed on the NASDAQ Global Select Market under the symbol [removed: "PCLN." Our principal executive offices are located at 800 Connecticut Avenue, Norwalk, Connecticut 06854.][added: "BKNG," and traded under the symbol "PCLN" prior to February 27, 2018.]

We refer to our company and all of our subsidiaries and brands collectively as [removed: "The Priceline Group,"] [added: "Booking Holdings,"] the "Company," "we," "our" or "us."

The [removed: Priceline Group] [added: Booking Holdings] Business Model

| • | Commissions earned from facilitating reservations of accommodations, rental [removed: cars, cruises] [added: cars] and other travel services on an agency basis; |

| • | [removed: Beginning on July 24, 2014, reservation] [added: Reservation] revenues paid by restaurants for diners seated through OpenTable's online reservation [removed: service,] [added: services,] subscription fees for restaurant reservation management services provided by [removed: OpenTable and other OpenTable revenues;] [added: OpenTable;] and |

All of our other services are [added: generally] recorded in revenue on a "net" basis and have no [added: significant] associated cost of revenue.

For the year ended December 31, [removed: 2016,] [added: 2017,] we had gross profit of approximately [removed: $10.3] [added: $12.4] billion comprised of "agency" gross profit, "merchant" gross profit, and "advertising and other" gross profit.

Agency gross profit, which represented the majority of our total gross profit in [removed: 2016,] [added: 2017,] consists primarily of: (1) travel reservation commissions; (2) certain GDS reservation booking fees and (3) [added: certain] travel insurance fees.

Merchant gross profit is derived from services where we facilitate payments for the travel services provided, and consists of: (1) transaction gross profit representing the amount charged to a consumer, less the amount charged to us by travel service providers, and [removed: travel reservation commissions in connection with our] merchant [removed: retail and Express Deals®] travel reservation [removed: services;] [added: commissions;] (2) transaction revenues representing the price of Name Your Own Price® reservations charged to a customer (with a corresponding travel service provider cost recorded in cost of revenues); (3) ancillary fees, including damage excess waiver and [added: certain] travel insurance fees and certain GDS reservation booking fees and (4) customer processing fees.

Advertising and other revenues are derived primarily from (1) revenues earned by KAYAK for (a) sending referrals to OTCs and travel service providers and (b) advertising placements on KAYAK's websites and mobile apps; (2) revenues earned by OpenTable for (a) reservation fees paid by restaurants for diners seated through OpenTable's online reservation [removed: service] [added: services] and (b) subscription fees earned by OpenTable for restaurant reservation management services; (3) revenues earned by priceline.com for advertising on its websites; and (4) revenues generated by Booking.com's BookingSuite branded accommodation marketing and business analytics services.

We aim to achieve our mission to help people experience the world through global leadership in online travel and restaurant reservation and related [removed: services.][added: services by:]

We focus on relentless innovation and [added: execution and] a commitment to serve both consumers and our travel service provider and restaurant partners with unmatched service and best-in-class digital technology.

In particular, we aim to be the world leader in online travel and restaurant reservation and related services by (a) [removed: providing] [added: leveraging technology to provide] consumers with the best experience, (b) partnering with travel service providers and restaurants to our mutual benefit, (c) operating [removed: entrepreneurial, independent] [added: entrepreneurial] brands that [added: collaborate and] share best practices, and (d) investing in profitable and sustainable growth.

| • | Partnering with travel service providers and restaurants. We aim to establish mutually beneficial relationships with travel service providers and restaurants around the world. We believe that travel service providers and restaurants benefit from participating in our services by increasing their distribution channels, demand and inventory utilization in an efficient and cost-effective manner. Travel service providers and restaurants benefit from our well-known brands and online marketing efforts, expertise in offering an excellent consumer experience through our websites and mobile apps and ability to offer their inventory in markets and to consumers that the travel service provider or restaurant may be unable or unlikely to reach. For example, an independent hotel may not have the means or expertise to market itself to international travelers, including in other languages, to build and operate effective desktop and mobile websites and online reservation services, or to engage in sophisticated online marketing techniques. Further, we are increasingly providing services, other than reservations booked through our websites and mobile apps, designed to help our partners grow their [removed: business.] [added: businesses.] For example, Booking.com's BookingSuite services are designed to offer accommodation providers with affordable marketing and business analytics tools to help them attract customers and more effectively manage their properties. Similarly, OpenTable is continuously working to improve its reservation management software services to help restaurants more effectively manage their reservations and more efficiently market their available tables to diners. |

| • | Maintaining [removed: multiple, independently managed] [added: multiple] brands. We employ a strategy of operating [removed: multiple, independently managed] [added: multiple] brands, which we believe allows us the opportunity to offer our reservation services in ways that appeal to different [removed: consumers] [added: consumers, pursue different marketing and business strategies, encourage experimentation and innovation, provide different service offerings and focus on different markets,] while [removed: maintaining an entrepreneurial, competitive spirit among] [added: benefiting all of] our [removed: brands.] [added: brands from opportunities to share best practices and learning and to collaborate.] We intend to invest resources to support organic growth by all of our brands, whether through increased advertising, geographic expansion, technology innovation or increased access to accommodations, rental cars, restaurants or other services. For example, we spend significant and increasing amounts on performance and brand advertising to acquire customers and establish and strengthen our brands. We [removed: also believe that by operating independently managed brands, we encourage innovation and experimentation by our brands, which allows us to more quickly discern and adapt to changing consumer behaviors and market dynamics. Although our brands are independently operated, we] intend to continue efforts to share best practices, access to travel service provider offerings and customers across our [removed: brands.] [added: brands and to collaborate where appropriate to benefit consumers. For example, on January 1, 2018 we integrated our Rentalcars.com business into Booking.com, which we believe will enable us to more effectively offer Rentalcars.com’s services to address the ground transportation needs of Booking.com’s customers. In addition, Booking.com offers consumers flight search capabilities provided by KAYAK and restaurant reservation services provided by OpenTable.] We believe that by promoting our brands worldwide, sharing accommodation reservation availability and customer demand, and applying our industry experiences across brands and markets, we can more effectively expand our reservation services globally and maintain and grow our position as a leading provider of worldwide online travel and restaurant reservation and related services. |

| • | Investing in profitable and sustainable growth. We seek to offer online services that meet the needs and the expectations of consumers, travel service providers and restaurants and that we believe will result in long-term profitability and growth. We intend to accomplish this through continuous investment and innovation, growing our businesses in new and current markets, expanding our services and ensuring that we provide an appealing, intuitive and easy-to-use consumer experience through our websites and mobile apps. We [added: have made significant investments in people, technology, advertising and expanded, new or additional services, such as increasing our extensive collection of accommodations including homes, apartments and other unique places to stay, insurance products and other offerings. We] also may pursue strategic transactions. For example, in [removed: 2013 we entered the meta-search business when] [added: 2017] we [removed: acquired] [added: expanded our] KAYAK [removed: and] [added: meta-search business,] in [removed: 2014 we entered] [added: particular in Europe, through] the [removed: online restaurant reservation market when we acquired OpenTable.] [added: acquisition of the Momondo Group.] We regularly evaluate, and may pursue and consummate, other potential strategic acquisitions, partnerships, joint ventures or investments, whether to expand our businesses into complementary areas, expand our current [removed: businesses, acquire innovative technology or for other reasons. For example, we have a commercial relationship with, and have made significant financial investments in, Ctrip, a leading OTC operating primarily in China.] |

We offer consumers a broad array of accommodation reservations (including hotels, [added: motels, resorts, homes, apartments,] bed and breakfasts, [removed: hostels, apartments, vacation rentals] [added: hostels] and other properties) through our Booking.com, priceline.com and agoda.com brands.

We offer rental car reservations worldwide through [removed: Rentalcars.com.][added: our Rentalcars.com and Booking.com brands.]

We provide restaurants with reservation management [added: and customer acquisition] services and consumers with the ability to make restaurant reservations at participating restaurants through OpenTable.

As of December 31, [removed: 2016,] [added: 2017,] Booking.com offered accommodation reservation services for [removed: over 1,115,000] [added: approximately 1,586,000] properties in over 220 countries and territories on its various websites and in over 40 languages, [removed: which includes over 568,000 vacation rental properties] [added: consisting of approximately 396,000 hotels, motels and resorts and approximately 1,190,000 homes, apartments and other unique places to stay] (updated property counts are [added: available on the Booking.com website).]

KAYAK offers its services in [removed: approximately 40] [added: over 60] countries, with the United States being its largest [removed: market.][added: market, through various websites, including Momondo and Cheapflights (websites we acquired in 2017).]

[removed: Rentalcars.com, which operates primarily under a merchant model,] [added: Booking.com] offers online rental car reservation services [added: on Booking.com and Rentalcars.com, primarily under a merchant model,] allowing consumers to make rental car reservations in approximately [removed: 49,000] [added: 53,000] locations throughout the world, with customer support [removed: provided] in [added: over] 40 languages.

[removed: In July 2014, we acquired OpenTable,] [added: OpenTable is] a leading brand for booking online restaurant reservations.

OpenTable does business primarily in the United States, though it [removed: intends to continue] [added: continues] to invest in expanding its international offerings.

[removed: Booking.com, priceline.com, KAYAK, agoda.com, Rentalcars.com and OpenTable] [added: We] have established widely used and recognized e-commerce brands through marketing and promotional campaigns.

During [removed: 2016,] [added: 2017,] our total performance advertising expense was approximately [removed: $3.5] [added: $4.1] billion, primarily related to the use of online search engines (primarily Google), meta-search and travel research services and affiliate marketing to generate traffic to our websites.

We also invested approximately [removed: $296] [added: $392] million in brand advertising during [removed: 2016.][added: 2017.]

We expense the substantial majority of our advertising activities as the expense is incurred, which is typically in the quarter in which reservations are booked, but [removed: recognize] [added: have recognized] most of our gross profit when the consumer's travel or dining experience is completed.

[removed: As] [added: In either case, as] a [removed: result, performance] [added: result of this timing difference between when] advertising expense [added: is incurred and revenue or gross profit is recognized, advertising expense] may not be recognized in the same period as the associated [added: revenue or] gross profit.

The markets for the services we offer [added: are, and] are [removed: intensely competitive, a trend we expect] [added: expected] to [removed: continue,] [added: remain, intensely competitive] and current and new competitors can launch new services at a relatively low cost.

[added: For example, Google has entered various aspects of the online travel market, including by establishing a] flight meta-search product (“Google Flights”) and a hotel meta-search business [removed: ("Hotel] [added: ("Google Hotel] Ads") that are growing rapidly, as well as its "Book on Google" reservation [removed: functionality.][added: functionality and its Google Trips app.]

| • | online travel reservation services such as Expedia, Hotels.com, Hotwire, Orbitz, Travelocity, Wotif, Cheaptickets, ebookers, HotelClub, RatesToGo and CarRentals.com, which are owned by Expedia; Hotel Reservation Service (HRS) and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope, CarTrawler, Ctrip (in which we hold a minority interest), eLong (in which Ctrip [removed: has acquired] [added: holds] a significant minority [removed: ownership] interest), [removed: Meituan, ezTravel,] [added: ezTravel (in which Ctrip holds a majority interest), Meituan (in which we hold a small minority interest),] MakeMyTrip, OYO Rooms, Yatra, Cleartrip, [removed: Traveloka,] [added: Traveloka (in which Expedia holds a minority interest),] Webjet, Rakuten, Jalan (which is owned by Recruit), ViajaNet, Submarino Viagens, Despegar/Decolar (in which Expedia holds a minority ownership interest), Fliggy (operated by Alibaba), 17u.com, HotelTonight, CheapOair, [removed: Mr.] and [removed: Mrs. Smith and] eDreams ODIGEO; |

| • | online accommodation search and/or reservation services, such as [removed: Airbnb and] [added: Airbnb,] HomeAway (which is owned by [removed: Expedia),] [added: Expedia) and Tujia (in which Ctrip and Expedia hold investments),] currently focused [added: primarily] on [removed: vacation rental properties and other non-hotel] [added: alternative] accommodations, including individually owned [removed: properties;] [added: properties such as homes and apartments;] |

| • | large online companies, including search, social networking and marketplace companies such as Google, Facebook, Alibaba, Tencent, [removed: Amazon, Baidu] [added: Amazon] and [removed: Groupon;] [added: Baidu;] |

| • | traditional travel agencies, travel management companies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services, such as Carlson Wagonlit, American Express, BCD Travel, [removed: Concur,] [added: Concur (which is owned by SAP),] Thomas Cook, [removed: TUI, Hotelbeds] [added: TUI] and [removed: Tourico] [added: Hotelbeds] (which [removed: have agreed to merge)] [added: recently acquired Tourico] and [removed: Kuoni] [added: GTA),] as well as thousands of individual travel agencies around the world; |

Our business is driven primarily by international results, which consist of the results of Booking.com, agoda.com and Rentalcars.com (which began operating as part of Booking.com on January 1, 2018) and the international businesses of KAYAK and OpenTable.

This classification is independent of where the consumer resides, where the consumer is physically located while using our services or the location of the travel service provider or restaurant.

For example, a reservation made through Booking.com at a hotel in New York by a consumer in the United States is part of our international results.

Our principal executive offices are located at 800 Connecticut Avenue, Norwalk, Connecticut 06854.

On January 1, 2018, we adopted a new revenue recognition accounting standard which will change the presentation of our Name Your Own Price® revenue to a net basis (see Note 2 to the Consolidated Financial Statements) for periods beginning after December 31, 2017, and, as a result, we will no longer report cost of revenues or gross profit.

The Booking Holdings Strategy

| • | providing consumers with the best choices and prices at any time, in any place, on any device; |

| • | making it easy for people to find, book and experience their travel desires; and |

| • | providing platforms, tools and insights to our business partners to help them be successful. |

| • | Providing the best consumer experience. We believe that offering consumers an outstanding online experience is essential for our future success. To accomplish this, we focus on providing consumers with: (a) a variety of intuitive, easy-to-use online travel and restaurant reservation and search services; (b) a continually increasing number, location and variety of accommodations and restaurants available through our services; (c) informative |

and useful content, such as pictures, accommodation and restaurant details and reviews; and (d) excellent customer service.

Our goal is to make travel easy, frictionless and personal and to offer consumers the most trusted brand, the most personalized experience and the most extensive, varied and comprehensive accommodation selection in every geography at the best prices.

For example, Booking.com increasingly provides reservation services for accommodations other than hotels.

Booking.com included approximately 1,586,000 properties on its website as of December 31, 2017, consisting of approximately 396,000 hotels, motels and resorts and approximately 1,190,000 homes, apartments and other unique places to stay (updated property counts are available on the Booking.com website).

Further, we endeavor to provide excellent customer service in a variety of ways, including through our call centers and websites, so that consumers can be confident that booking reservations through us will lead to a positive experience.

We are constantly innovating in order to provide a best-in-class user experience with intuitive, easy-to-use websites and mobile apps to ensure that we are meeting the needs of online consumers while aiming to exceed their expectations.

businesses, acquire innovative technology or for other reasons.

For example, we have a commercial relationship with, and have made significant financial investments in, Ctrip, a leading OTC operating primarily in China.

Booking.com has expanded its offerings to better help consumers experience the world.

For example, Booking.com has begun offering tours and activities in certain markets.

On January 1, 2018, we began operating our Rentalcars.com business as part of Booking.com to more effectively offer Rentalcar.com’s rental car and other ground transportation services to Booking.com’s customers.

Booking.com also offers pre-booked taxi and black car services on Booking.com and Rentalcars.com at over 900 airports throughout the world.

In addition, Booking.com offers consumers flight search capabilities provided by KAYAK and restaurant reservation services provided by OpenTable.

Beginning January 1, 2018, we will recognize revenue for our travel reservation services on a “check-in” basis, such that revenue will be recognized upon check-in at an accommodation, pick-up of a rental car or boarding of a flight.

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| • | companies offering technology services and software solutions to accommodation providers, including large global distribution systems, or GDSs, such as Amadeus and Sabre. |

Google's travel meta-search services, Google Hotel Ads and Google Flights, are growing rapidly and have achieved significant market share in a relatively short time.

In addition, Airbnb has begun offering hotel reservations through its online and mobile platforms.

The platforms are generally independent among our brands, though some systems have become increasingly connected or shared.

Our software platforms and architecture use a variety of widely-used software tools and database systems.

We also have procured various intellectual property licenses from third parties.

Beginning on January 1, 2018, we began recognizing revenue for financial reporting purposes in our 2018 financial statements when the travel begins (on “check-in”), which can also be in a quarter other than when the reservation is booked.

We expect this to continue under our new revenue recognition policy.

We seek to achieve our mission by providing consumers, travel service providers and restaurants with worldwide leadership in online reservation and related services.

Our business is driven primarily by international results, which consist of the results of Booking.com, agoda.com and Rentalcars.com and the international businesses of KAYAK and OpenTable (in each case regardless of where the consumer resides, where the consumer is physically located while using our services or the location of the travel service provider or restaurant).

The Priceline Group Strategy

| • | Providing the best consumer experience. We believe that offering consumers an outstanding online experience is essential for our future success. To accomplish this, we focus on providing consumers with: (a) a variety of intuitive, easy-to-use online travel and restaurant reservation and search services; (b) a continually increasing number, location and variety of accommodations and restaurants available through our services: (c) informative and useful content, such as pictures, accommodation and restaurant details and reviews; and (d) excellent customer service. For example, Booking.com increasingly provides reservation services for accommodations other than hotels, such as vacation rentals. Booking.com included over 1,115,000 properties on its website as of December 31, 2016, which included over 568,000 vacation rental properties (updated property counts are available on the Booking.com website). Further, we endeavor to provide excellent customer service in a variety of ways, including through our call centers and websites, so that consumers can be confident that booking reservations through us will lead to a positive experience. We are constantly innovating in order to provide a best-in-class user experience with intuitive, easy-to-use websites and mobile apps to ensure that we are meeting the needs of online consumers while aiming to exceed their expectations. |

available on the Booking.com website).

Vacation rentals generally consist of, among others, properties categorized as single-unit and multi-unit villas, apartments, "aparthotels" (which are apartments with a front desk and cleaning service) and chalets and are generally self-catered (i.e., include a kitchen), directly bookable properties.

Rentalcars.com.

Rentalcars.com is a leading worldwide online rental car reservation service and is headquartered in Manchester, England.

Consumers using Rentalcars.com can book a full range of vehicles online through Rentalcars.com's website or mobile app, or they can reserve their cars by phone.

For example, Google has entered various aspects of the online travel market, including by establishing a

Airbnb may also seek to further compete with us by offering hotel and other non-vacation rental accommodations through their online and mobile platforms.

The platforms are largely independent among Booking.com, priceline.com, KAYAK, agoda.com, Rentalcars.com and OpenTable.

The software platforms and architecture use a variety of tools within each corporate implementation, including server-side Java, C++, ASP, .Net, Perl, PHP, JavaScript and SQL scripts integrated with Oracle, MySQL, MongoDB, Cassandra and Microsoft SQL-server database systems.

States and internationally, as well as a variety of administrative procedures, regulations, conventions and treaties.

Similarly to 2015, in 2017 Easter will fall in the second quarter instead of the first quarter, and will therefore have a negative effect on our first quarter 2017 year-over-year growth rates and a positive effect on our second quarter 2017 year-over-year growth rates as compared to the same periods in 2016 when Easter fell in the first quarter.

The timing of other holidays such as Chinese New Year, Carnival and Ramadan can also impact our quarterly year-over-year growth rates.

The Priceline Group Websites

A description of [added: any] material legal proceedings to which we are a [removed: party, and updates thereto,] [added: party] is included in Note 14 to our Consolidated Financial Statements included in Annual Report on Form 10-K for the year Ended December 31, [removed: 2016,] [added: 2017,] and is incorporated into this Item 3 by reference thereto.

10-K 1 [removed: pcln-20161231_10k.htm] [added: pcln-20171231_10k.htm] 10-K

For the fiscal year ended: December 31, [removed: 2016][added: 2017]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [added: o]

| Large accelerated filer [removed: x |] [added: ý] | Accelerated filer o | [added: Non-accelerated filer o |]

The aggregate market value of common stock held by non-affiliates of [removed: The Priceline Group] [added: Booking Holdings] Inc. as of June 30, [removed: 2016] [added: 2017] was approximately [removed: $61.6] [added: $91.5] billion based upon the closing price reported for such date on the NASDAQ Global Select Market.

For purposes of this disclosure, shares of common stock held by executive officers and directors of [removed: The Priceline Group] [added: Booking Holdings] Inc. on June 30, [removed: 2016] [added: 2017] have been excluded because such persons may be deemed to be affiliates of [removed: The Priceline Group] [added: Booking Holdings] Inc. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of [removed: The Priceline Group] [added: Booking Holdings] Inc.’s common stock was [removed: 49,170,417] [added: 48,288,592] as of February [removed: 21, 2017.][added: 20, 2018.]

The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth in this Form 10-K, is incorporated herein by reference from [removed: The Priceline Group] [added: Booking Holdings] Inc.'s definitive proxy statement relating to the annual meeting of stockholders to be held on June [removed: 8, 2017,] [added: 7, 2018,] to be filed with the Securities and Exchange Commission within 120 days after the end of [removed: The Priceline Group] [added: Booking Holdings] Inc.'s fiscal year ended December 31, [removed: 2016.][added: 2017.]

[removed: The Priceline Group] [added: Booking Holdings] Inc. Annual Report on Form 10-K for the Year Ended December 31, [removed: 2016] [added: 2017] Index

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| [Item [removed: 11.](#s6B3CFD24ED0CAB7254E1AC5C4D22584C)] [added: 11.](#sBC66E89E6BC23CD350A2CB7EF5A19A89)] | [Executive [removed: Compensation](#s6B3CFD24ED0CAB7254E1AC5C4D22584C)] [added: Compensation](#sBC66E89E6BC23CD350A2CB7EF5A19A89)] | [removed: [62](#s6B3CFD24ED0CAB7254E1AC5C4D22584C)] [added: [66](#sBC66E89E6BC23CD350A2CB7EF5A19A89)] |

| [Item [removed: 12.](#s51FF40E7EE5583EE5E98AC5C4D54D00F)] [added: 12.](#s0C550AF2AD048EAB1BD2CB7EF5C2F998)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s51FF40E7EE5583EE5E98AC5C4D54D00F)] [added: Matters](#s0C550AF2AD048EAB1BD2CB7EF5C2F998)] | [removed: [62](#s51FF40E7EE5583EE5E98AC5C4D54D00F)] [added: [66](#s0C550AF2AD048EAB1BD2CB7EF5C2F998)] |

| [Item [removed: 13.](#s0E2E99AAB4AAB1E4CBC1AC5C4D76C53E)] [added: 13.](#s491394F4ADCCF725A9BECB7EF5F45285)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s0E2E99AAB4AAB1E4CBC1AC5C4D76C53E)] [added: Independence](#s491394F4ADCCF725A9BECB7EF5F45285)] | [removed: [62](#s0E2E99AAB4AAB1E4CBC1AC5C4D76C53E)] [added: [66](#s491394F4ADCCF725A9BECB7EF5F45285)] |

| [Item [removed: 14.](#s6857044D4B47270B059DAC5C4DA77CBE)] [added: 14.](#s05986540D8A8D689B217CB7EF6175C1E)] | [Principal Accountant Fees and [removed: Services](#s6857044D4B47270B059DAC5C4DA77CBE)] [added: Services](#s05986540D8A8D689B217CB7EF6175C1E)] | [removed: [62](#s6857044D4B47270B059DAC5C4DA77CBE)] [added: [66](#s05986540D8A8D689B217CB7EF6175C1E)] |

| [Item [removed: 15.](#s4A5DEECB960AEAF1270FAC5C4DFB3118)] [added: 15.](#s06E83F5C129AF7880C20CB7EF66872C4)] | [Exhibits and Financial Statement [removed: Schedules](#s4A5DEECB960AEAF1270FAC5C4DFB3118)] [added: Schedules](#s06E83F5C129AF7880C20CB7EF66872C4)] | [removed: [62](#s4A5DEECB960AEAF1270FAC5C4DFB3118)] [added: [66](#s06E83F5C129AF7880C20CB7EF66872C4)] |

| [Consolidated Financial [removed: Statements](#s45FE927435E2289EDD27AC5C4E4E34B9)] [added: Statements](#s62969ED959B3536F6536CB7EF6BD4383)] | | [removed: [68](#s45FE927435E2289EDD27AC5C4E4E34B9)] [added: [72](#s62969ED959B3536F6536CB7EF6BD4383)] |

Booking Holdings Inc.

| 0.800% Senior Notes Due 2022 | | New York Stock Exchange |

| Smaller reporting company o | Emerging growth company o | |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

| [PART I](#s8A26157D42F5F2DD8457CB7EF260B871) | | [1](#s8A26157D42F5F2DD8457CB7EF260B871) |

| [PART II](#s30213F475FB61603312BCB7EF37C6700) | | [32](#s30213F475FB61603312BCB7EF37C6700) |

| [PART IV](#sFA9BD18ABF17481D7238CB7EF648D516) | | [66](#sFA9BD18ABF17481D7238CB7EF648D516) |

| [Item 16.](#s02585c73977b4fd481cf7baea0871cb8) | [Form 10-K Summary](#s02585c73977b4fd481cf7baea0871cb8) | [69](#s02585c73977b4fd481cf7baea0871cb8) |

| [Signatures](#s8E1E860D19D3E5F84E73CB7EF69B8D36) | | [70](#s8E1E860D19D3E5F84E73CB7EF69B8D36) |

The Priceline Group Inc.

| | | |

| Non-accelerated filer o | | Smaller reporting company o |

| [PART I](#sC10F2FCD41295BEC79BAAC5C49E167FD) | | [1](#sC10F2FCD41295BEC79BAAC5C49E167FD) |

| [PART II](#s7D7BA8E78C8D9376C4D6AC5C4B0D2BA9) | | [30](#s7D7BA8E78C8D9376C4D6AC5C4B0D2BA9) |

| [PART IV](#sA782FC3998390F7BC178AC5C4DC9ECDF) | | [62](#sA782FC3998390F7BC178AC5C4DC9ECDF) |

| [Signatures](#s4C28067AF3CD0D883F98AC5C4E1CF95A) | | [66](#s4C28067AF3CD0D883F98AC5C4E1CF95A) |

We lease approximately 258,000 square feet of office space in Amsterdam, Netherlands for the headquarters of our Booking.com business; our agoda.com business has significant support operations in Bangkok, Thailand, where we lease approximately [removed: 140,000] [added: 144,000] square feet of office space; [removed: our KAYAK business is headquartered] [added: we lease approximately 18,000 square feet of office space] in Stamford, Connecticut, United States of America, [removed: where] [added: for the headquarters of our KAYAK business;] we lease approximately [removed: 18,000] [added: 60,000] square feet of office [removed: space; our OpenTable business is headquartered] [added: space] in San Francisco, California, United States of America, [removed: where we lease approximately 60,000 square feet] [added: for the headquarters] of [removed: office space; and] our [removed: Rentalcars.com business is headquartered in Manchester, England, where] [added: OpenTable business; and] we lease approximately 45,000 square feet of office [removed: space.][added: space in Manchester, England for the headquarters of our Rentalcars.com business.]

Other than the office building [removed: in the Netherlands] that is currently under construction [added: in the Netherlands and the associated land-use rights] (see the section [removed: "Building Construction"] [added: "Land-use rights"] within Note [removed: 14] [added: 2] to our Consolidated Financial Statements for more details, which is incorporated into this Item 2 by reference thereto), we do not own any real estate as of December 31, [removed: 2016.][added: 2017.]

Our common stock is quoted on the NASDAQ Global Select Market under the symbol [added: "BKNG." Prior to February 27, 2018, it was traded under the symbol] "PCLN." The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the NASDAQ Global Select Market:

| [removed: 2015] [added: 2017] | | High | | | | Low | | |

As of February [removed: 21, 2017,] [added: 20, 2018,] there were approximately [removed: 203] [added: 190] stockholders of record of [removed: The Priceline Group] [added: Booking Holdings] Inc.'s common stock.

The following graph shows the total stockholder return through December 31, [removed: 2016] [added: 2017] of an investment of $100 in cash on December 31, [removed: 2011] [added: 2012] for [removed: The Priceline Group Inc.] [added: our] common stock and an investment of $100 in cash on December 31, [removed: 2011] [added: 2012] for (i) the NASDAQ Composite Index, (ii) the Standard and Poor's 500 Index and (iii) the Research Data Group ("RDG") Internet Composite Index.

[removed: ][added: ]

| Measurement Point December 31 | | [removed: The Priceline Group] [added: Booking Holdings] Inc. | | | NASDAQ Composite Index | | | S&P 500 Index | | | RDG Internet Composite | |

The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, [removed: 2016:][added: 2017:]

| [removed: (2)] [added: (3)] | Pursuant to a general authorization, not publicly announced, whereby the Company is authorized to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation. |

| First Quarter | | $ | 1,798.75 | | | $ | 1,459.49 | |

| Second Quarter | | 1,927.13 | | | | 1,738.34 | | |

| Third Quarter | | 2,067.99 | | | | 1,774.40 | | |

| Fourth Quarter | | 1,961.45 | | | | 1,630.56 | | |

| 2012 | | 100.00 | | | 100.00 | | | 100.00 | | | 100.00 | |

| 2013 | | 187.37 | | | 141.63 | | | 132.39 | | | 163.02 | |

| 2014 | | 183.79 | | | 162.09 | | | 150.51 | | | 158.81 | |

| 2015 | | 205.51 | | | 173.33 | | | 152.59 | | | 224.05 | |

| 2016 | | 236.31 | | | 187.19 | | | 170.84 | | | 235.33 | |

| 2017 | | 280.10 | | | 242.29 | | | 208.14 | | | 338.52 | |

Sales of Unregistered Securities

Between October 1, 2017 and December 31, 2017, we issued 103,343 shares of our common stock in connection with the conversion of $196.1 million principal amount of our 1.0% Convertible Senior Notes due 2018.

The conversions were effected in accordance with the indenture, which provides that the principal amount of converted notes be paid in cash and the conversion premium be paid in cash and/or shares of common stock at our election.

In each case, we chose to pay the conversion premium in shares of common stock (fractional shares are paid in cash).

The issuances of the shares were not registered under the Securities Act of 1933, as amended (the "Act") pursuant to Section 3(a)(9) of the Act.

| October 1, 2017 — | | 76,324 | | (1) | $ | 1,912.59 | | | 76,324 | | | $ | 2,944,901,911 | | | (1) (2) |

| October 31, 2017 | | 86 | | (3) | $ | 1,909.37 | | | N/A | | | N/A | | | | |

| November 1, 2017 — | | 129,393 | | (1) | $ | 1,746.53 | | | 129,393 | | | $ | 2,718,913,770 | | | (1) (2) |

| November 30, 2017 | | 2,822 | | (3) | $ | 1,702.72 | | | N/A | | | N/A | | | | |

| December 1, 2017 — | | 185,236 | | (1) | $ | 1,748.97 | | | 185,236 | | | $ | 2,394,940,699 | | | (1) (2) |

| December 31, 2017 | | 23 | | (3) | $ | 1,782.62 | | | N/A | | | N/A | | | | |

| Total | | 393,884 | | | $ | 1,779.58 | | | 390,953 | | | $ | 2,394,940,699 | | | |

| (2) | Pursuant to a stock repurchase program announced on February 27, 2017, whereby the Company was authorized to repurchase up to $2,000,000,000 of its common stock. |

| | |

| --- | --- |

| First Quarter | | $ | 1,264.00 | | | $ | 990.69 | |

| Second Quarter | | 1,280.97 | | | | 1,103.45 | | |

| Third Quarter | | 1,395.00 | | | | 1,115.77 | | |

| Fourth Quarter | | 1,476.52 | | | | 1,212.00 | | |

| 2011 | | 100.00 | | | 100.00 | | | 100.00 | | | 100.00 | |

| 2012 | | 132.64 | | | 116.41 | | | 116.00 | | | 119.34 | |

| 2013 | | 248.53 | | | 165.47 | | | 153.58 | | | 195.83 | |

| 2014 | | 243.79 | | | 188.69 | | | 174.60 | | | 192.42 | |

| 2015 | | 272.59 | | | 200.32 | | | 177.01 | | | 264.96 | |

| 2016 | | 313.45 | | | 216.54 | | | 198.18 | | | 277.56 | |

| October 1, 2016 — | | 8,964 | | (1) | $ | 1,441.09 | | | 8,964 | | | $ | 2,389,097,571 | | | (1) |

| October 31, 2016 | | 342 | | (2) | $ | 1,474.99 | | | N/A | | | N/A | | | | |

| November 1, 2016 — | | 39,030 | | (1) | $ | 1,500.69 | | | 39,030 | | | $ | 2,330,525,514 | | | (1) |

| November 30, 2016 | | 2,237 | | (2) | $ | 1,545.39 | | | N/A | | | N/A | | | | |

| December 1, 2016 — | | 128,189 | | (1) | $ | 1,498.12 | | | 128,189 | | | $ | 2,138,483,581 | | | (1) |

| December 31, 2016 | | 2,394 | | (2) | $ | 1,484.35 | | | N/A | | | N/A | | | | |

| Total | | 181,156 | | | $ | 1,496.21 | | | 176,183 | | | $ | 2,138,483,581 | | | |

Selected financial data reflects [added: results of any acquired business from the date of acquisition, including] data related to KAYAK from its acquisition date of May 21, [removed: 2013 and] [added: 2013,] OpenTable from its acquisition date of July 24, [removed: 2014.][added: 2014 and the Momondo Group (which is managed as part of the Company's KAYAK business) from its acquisition date of July 24, 2017.]

| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Total revenues | $ | [removed: 10,743,006] [added: 12,681,082] | | | $ | [removed: 9,223,987] [added: 10,743,006] | | | $ | [removed: 8,441,971] [added: 9,223,987] | | | $ | [removed: 6,793,306] [added: 8,441,971] | | | $ | [removed: 5,260,956] [added: 6,793,306] | |

| Cost of revenues | [removed: 428,314] [added: 250,537] | | | | [removed: 632,180] [added: 428,314] | | | | [removed: 857,841] [added: 632,180] | | | | [removed: 1,077,420] [added: 857,841] | | | | [removed: 1,177,275] [added: 1,077,420] | | |

| Gross profit | [removed: 10,314,692] [added: 12,430,545] | | | | [removed: 8,591,807] [added: 10,314,692] | | | | [removed: 7,584,130] [added: 8,591,807] | | | | [removed: 5,715,886] [added: 7,584,130] | | | | [removed: 4,083,681] [added: 5,715,886] | | |

| Total operating expenses(1) | [removed: 7,408,379] [added: 7,892,553] | | | | [removed: 5,332,900] [added: 7,408,379] | | | | [removed: 4,510,818] [added: 5,332,900] | | | | [removed: 3,303,472] [added: 4,510,818] | | | | [removed: 2,253,888] [added: 3,303,472] | | |

| Operating income(1) | [removed: 2,906,313] [added: 4,537,992] | | | | [removed: 3,258,907] [added: 2,906,313] | | | | [removed: 3,073,312] [added: 3,258,907] | | | | [removed: 2,412,414] [added: 3,073,312] | | | | [removed: 1,829,793] [added: 2,412,414] | | |

| Total other expense | [removed: 193,075] [added: 139,670] | | | | [removed: 130,587] [added: 193,075] | | | | [removed: 83,864] [added: 130,587] | | | | [removed: 115,877] [added: 83,864] | | | | [removed: 67,924] [added: 115,877] | | |

| Income tax [removed: expense] [added: expense(2)] | [removed: 578,251] [added: 2,057,557] | | | | [removed: 576,960] [added: 578,251] | | | | [removed: 567,695] [added: 576,960] | | | | [removed: 403,739] [added: 567,695] | | | | [removed: 337,832] [added: 403,739] | | |

| Net income(1) [added: (2)] | [removed: 2,134,987] [added: 2,340,765] | | | | [removed: 2,551,360] [added: 2,134,987] | | | | [removed: 2,421,753] [added: 2,551,360] | | | | [removed: 1,892,798] [added: 2,421,753] | | | | [removed: 1,424,037] [added: 1,892,798] | | |

| Net income attributable to noncontrolling [removed: interests(2)] [added: interests(3)] | — | | | | — | | | | — | | | | [removed: 135] [added: —] | | | | [removed: 4,471] [added: 135] | | |

| Net income applicable to common stockholders(1) [added: (2)] | [removed: 2,134,987] [added: 2,340,765] | | | | [removed: 2,551,360] [added: 2,134,987] | | | | [removed: 2,421,753] [added: 2,551,360] | | | | [removed: 1,892,663] [added: 2,421,753] | | | | [removed: 1,419,566] [added: 1,892,663] | | |

| Net income applicable to common stockholders per basic common share (1) [added: (2)] | [removed: 43.14] [added: 47.78] | | | | [removed: 50.09] [added: 43.14] | | | | [removed: 46.30] [added: 50.09] | | | | [removed: 37.17] [added: 46.30] | | | | [removed: 28.48] [added: 37.17] | | |

| Net income applicable to common stockholders per diluted common share (1) [added: (2)] | [removed: 42.65] [added: 46.86] | | | | [removed: 49.45] [added: 42.65] | | | | [removed: 45.67] [added: 49.45] | | | | [removed: 36.11] [added: 45.67] | | | | [removed: 27.66] [added: 36.11] | | |

| Total assets | [removed: 19,838,973] [added: 25,451,263] | | | | [removed: 17,420,575] [added: 19,838,973] | | | | [removed: 14,770,977] [added: 17,420,575] | | | | [removed: 10,428,543] [added: 14,770,977] | | | | [removed: 6,547,771] [added: 10,428,543] | | |

| Long-term [removed: obligations, redeemable noncontrolling interests(3)] [added: obligations(4)] | [removed: 8,127,895] [added: 11,403,707] | | | | [removed: 7,185,796] [added: 8,127,895] | | | | [removed: 4,862,730] [added: 7,185,796] | | | | [removed: 2,289,039] [added: 4,862,730] | | | | [removed: 1,710,194] [added: 2,289,039] | | |

| Total liabilities | [removed: 9,990,293] [added: 14,187,702] | | | | [removed: 8,625,106] [added: 9,990,293] | | | | [removed: 6,203,954] [added: 8,625,106] | | | | [removed: 3,510,281] [added: 6,203,954] | | | | [removed: 2,435,854] [added: 3,510,281] | | |

| Total stockholders' equity | [removed: 9,820,142] [added: 11,260,598] | | | | [removed: 8,795,469] [added: 9,820,142] | | | | [removed: 8,566,694] [added: 8,795,469] | | | | [removed: 6,909,729] [added: 8,566,694] | | | | [removed: 3,896,975] [added: 6,909,729] | | |

| (1) | [removed: tIncludes] [added: Includes] a non-cash charge related to an impairment of OpenTable goodwill of $940.7 million, which is not tax deductible, for the year ended December 31, 2016 (see Note 9 to the Consolidated Financial Statements). The goodwill impairment charge reduced the 2016 basic and diluted net income per share by $19.01 and $18.79, respectively. |

| [removed: (2)] [added: (3)] | Redeemable noncontrolling interests relates to the Company's purchase of Rentalcars.com in May 2010. In April [removed: 2012, in connection with] [added: 2013,] the [removed: exercise of certain call and put options in March 2012,] [added: Company purchased] the [added: remaining outstanding shares underlying the] redeemable noncontrolling interests in [removed: Rentalcars.com were reduced from 19.0% to 12.7%. In April 2013, in] connection with the exercise of certain call and put options in March [removed: 2013, the Company purchased the remaining outstanding shares underlying the redeemable noncontrolling interests.] [added: 2013.] |

| [removed: (3)] [added: (4)] | Includes convertible debt which is classified as a current [removed: liability from 2011 through 2014 and 2016.] [added: liability, where applicable.] |

| (2) | Includes a provisional tax expense of $1.6 billion related to a one-time transition tax on the mandatory deemed repatriation of accumulated unremitted international earnings and a provisional net tax benefit of approximately $217 million related to the remeasurement of the Company’s U.S. deferred tax assets and liabilities, for the year ended December 31, 2017, as a result of the U.S. Tax Cuts and Jobs Act enacted on December 22, 2017 (see Note 13 to the Consolidated Financial Statements), which reduced the 2017 basic and diluted net income per share by $27.47 and $26.94, respectively. |

| | |

| --- | --- |

The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10-K (See Part IV Item 15 Exhibits and Financial Statement Schedules): Consolidated Balance Sheets as of December 31, [removed: 2016] [added: 2017] and [removed: 2015;] [added: 2016;] Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014;] [added: 2015;] Notes to the Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we include a report of our management's assessment of the design and effectiveness of our internal controls over financial reporting for the year ended December 31, [removed: 2016.][added: 2017.]

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2016.][added: 2017.]

No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the three months ended December 31, [removed: 2016] [added: 2017] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have audited the internal control over financial reporting of [added: Booking Holdings Inc. (formerly known as] The Priceline Group [removed: Inc.] [added: Inc.)] and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

The [removed: Company's] [added: Company’s] management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Management's Report on Internal Control Over Financial [removed: Reporting" appearing in Item 9A.][added: Reporting".]

We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

A [removed: company's] [added: company’s] internal control over financial reporting is a process designed [removed: by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Also, projections of any evaluation of [removed: the] effectiveness [removed: of the internal control over financial reporting] to future periods are subject to the risk that [removed: the] controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on [removed: the] criteria established in Internal Control - Integrated Framework (2013) issued by [removed: the Committee of Sponsoring Organizations of the Treadway Commission.][added: COSO.]

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the consolidated financial statements as of and for the year ended December 31, [removed: 2016] [added: 2017,] of the Company and our report dated February 27, [removed: 2017] [added: 2018,] expressed an unqualified opinion on those financial statements.

Booking Holdings Inc.

Opinion on Internal Control over Financial Reporting

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

February 27, 2018

The Priceline Group Inc.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.

February 27, 2017

Information required by Part III Item 10 will be included in our Proxy Statement relating to our [removed: 2017] [added: 2018] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2016,] [added: 2017,] and is incorporated herein by reference.

Information required by Part III Item 11 will be included in our Proxy Statement relating to our [removed: 2017] [added: 2018] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2016,] [added: 2017,] and is incorporated herein by reference.

Information required by Part III Item 12 will be included in our Proxy Statement relating to our [removed: 2017] [added: 2018] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2016,] [added: 2017,] and is incorporated herein by reference.

Information required by Part III Item 13 will be included in our Proxy Statement relating to our [removed: 2017] [added: 2018] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2016,] [added: 2017,] and is incorporated herein by reference.

Information required by Part III Item 14 will be included in our Proxy Statement relating to our [removed: 2017] [added: 2018] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2016] [added: 2017] and is incorporated herein by reference.

The following Consolidated Financial Statements of the Company and the report of our independent registered public accounting firm are filed as part of this Annual Report on Form 10-K: Consolidated Balance Sheets as of December 31, [removed: 2016] [added: 2017] and [removed: 2015;] [added: 2016;] Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014;] [added: 2015;] Notes to the Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.

| [removed: 3.1(a)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000008/ex32restatedcertificateofi.htm)(a)] | Restated Certificate of Incorporation of the Registrant. |

| [removed: 3.2(b)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000008/ex33restatedby-laws.htm)(a)] | Amended and Restated By-Laws of the Registrant. |

| [removed: 4.2(c)] [added: 4.2(b)] | Specimen Certificate for Registrant's Common Stock. |

| [removed: 4.3(d)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1075531/000110465912017516/a12-6766_1ex10d2.htm)(c)] | Indenture, dated as of March 12, 2012, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee. |

| [removed: 4.4(e)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/1075531/000110465913046855/a13-14161_1ex99d2.htm)(d)] | Indenture, dated as of June 4, 2013, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee. |

| [removed: 4.5(f)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1075531/000110465914062261/a14-19426_1ex99d2.htm)(e)] | Indenture, dated as of August 20, 2014, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee. |

| [removed: 4.6(g)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_1.htm)(f)] | Indenture for the 2.375% Senior Notes due 2024, 1.800% Senior Notes due 2027, 3.650% Senior Notes due 2025, 2.15% Senior Notes due 2022 and 3.600% Senior Notes due 2026, between the Registrant and Deutsche Bank Trust Company Americas, as Trustee. |

| [removed: 4.8(i)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/1075531/000110465914068530/a14-21505_1ex4d1.htm)(i)] | Officers' Certificate, dated September 23, 2014, for the 2.375% Senior Notes due 2024. |

| [removed: 4.10(k)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/1075531/000110465915016716/a15-5856_1ex4d1.htm)(k)] | Officers' Certificate, dated March 3, 2015, for the 1.800% Senior Notes due 2027. |

| [removed: 4.12(m)] [added: [4.13](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019590/a15-6763_1ex4d1.htm)(m)] | Officers' Certificate, dated March 13, 2015, for the 3.650% Senior Notes due 2025. |

| [removed: 4.14(g)] [added: [4.15](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_3.htm)(f)] | Officers' Certificate, dated November 25, 2015, for the 2.15% Senior Notes due 2022. |

| [removed: 4.16(n)] [added: [4.17](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d2.htm)(n)] | Officers' Certificate, dated May 23, 2016, for the 3.600% Senior Notes due 2026. |

| [removed: 10.2(p)+] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1075531/000110465905053519/a05-17886_2ex10d5.htm)(r)+] | Form of Restricted Stock Unit Award Agreement for Employees in the Netherlands under the 1999 Omnibus Plan. |

| [removed: 10.3(q)+] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1075531/000110465911013305/a11-7614_1ex10d3.htm)(s)+] | Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan to non-employee directors. |

| [removed: 10.4(r)+] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1075531/000107553115000012/ex9912015formofpsuagreement.htm)(t)+] | [removed: 2014] [added: 2015] Form of Performance Share Unit Agreement under the 1999 Omnibus Plan. |

| [removed: 10.5(s)+] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1075531/000107553116000088/a2016formpsuagreement.htm)(u)+] | [removed: 2015] [added: 2016] Form of Performance Share Unit Agreement under the 1999 Omnibus Plan. |

| [removed: 10.6(t)+] [added: [10.6](http://www.sec.gov/Archives/edgar/data/1075531/000107553117000011/priceline1999omnibuspsumar.htm)(q)+] | [removed: 2016] [added: 2017] Form of Performance Share Unit Agreement under the 1999 Omnibus Plan. |

| [removed: 10.7(u)+] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1075531/000107553117000011/thepricelinegroupinc-kayak.htm)(q)+] | Amended and Restated KAYAK Software Corporation 2012 Equity Incentive Plan. |

| [removed: 10.8(v)+] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1075531/000107553117000011/opentablear2009equityplan.htm)(q)+] | OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan. |

| [removed: 10.9(w)+] [added: [10.9](http://www.sec.gov/Archives/edgar/data/1075531/000107553114000036/exhibit991buuteeqstockplan.htm)(v)+] | Buuteeq, Inc. Amended and Restated 2010 Stock Plan. |

| [removed: 10.10(x)+] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1075531/000107553116000084/pcln-20151231_10kex1010.htm)(w)+] | Amended and Restated Rocket Travel, Inc. 2012 Stock Incentive Plan. |

| [removed: 10.12(y)+] [added: [10.12](http://www.sec.gov/Archives/edgar/data/1075531/000107553113000016/exhibit991non-competeagree.htm)(x)+] | Form of Non-Competition and Non-Solicitation Agreement. |

| [removed: 10.13(z)+] [added: [10.13](http://www.sec.gov/Archives/edgar/data/1075531/000107553113000054/exhibit992transitionagreem.htm)(y)+] | Transition Agreement dated November 7, 2013 by and between the Registrant and Jeffery H. Boyd. |

| [removed: 10.17(bb)+] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1075531/000110465905049651/a05-18738_1ex10d1.htm)(z)+] | Letter agreement, dated October 19, 2005 by and between the Registrant and Daniel J. Finnegan. |

| [removed: 10.18(cc)+] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1075531/000110465909011154/a09-1364_1ex10d56.htm)(aa)+] | Letter amendment, dated December 16, 2008, to letter agreement, dated October 19, 2005 by and between the Registrant and Daniel J. Finnegan. |

| [removed: 10.19(dd)+] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1075531/000107553115000027/ex991millonesemploymentagr.htm)(bb)+] | Second Amended and Restated Employment Agreement, dated April 21, 2015 by and between the Registrant and Peter J. Millones. |

| [removed: 10.20(ee)+] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1075531/000107553116000103/ex992tansemploymentcontract.htm)(cc)+] | Amended and Restated Employment contract, dated May 19, 2016 by and between Booking.com Holding B.V. and Gillian Tans. |

| [removed: 10.22(ee)+] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1075531/000107553116000103/ex991boydemploymentcontract.htm)(cc)+] | Employment Letter Agreement, dated May 19, 2016 by and between the Registrant and Jeffery H. Boyd. |

| [removed: 10.23(gg)+] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1075531/000107553116000122/ex991fogelemploymentagreem.htm)(dd)+] | Employment Agreement, dated December 15, 2016 by and between the Registrant and Glenn D. Fogel. |

| [removed: 10.24(gg)+] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1075531/000107553116000122/ex992fogelnon-compete2.htm)(dd)+] | Non-Competition and Non-Solicitation Agreement, dated December 15, 2016 by and between the Registrant and Glenn D. Fogel. |

| [removed: 10.25(gg)+] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1075531/000107553116000122/ex993fogelconfidentialitya.htm)(dd)+] | Employee Confidentiality and Assignment Agreement, dated December 15, 2016 by and between the Registrant and Glenn D. Fogel. |

| [removed: 10.26(gg)+] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1075531/000107553116000122/ex994boydexecutivechairman.htm)(dd)+] | Letter Agreement, dated December 15, 2016 by and between the Registrant and Jeffery H. Boyd. |

| [removed: 10.27(hh)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/1075531/000107553115000047/ex991creditagreement.htm)(gg)] | Credit Agreement, dated as of June 19, 2015, among the Registrant, the lenders from time to time party thereto, and Bank of America, N.A. as Administrative Agent. |

| [removed: 24.1] [added: [24.1](#s8E1E860D19D3E5F84E73CB7EF69B8D36)] | Power of Attorney (included in the Signature Page). |

| [removed: 31.1] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553118000015/pcln-20171231_10kex311.htm)] | Certification of Glenn D. Fogel, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

| [removed: 31.2] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1075531/000107553118000015/pcln-20171231_10kex312.htm)] | Certification of Daniel J. Finnegan, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

| [removed: 32.1(ii)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553118000015/pcln-20171231_10kex321.htm)(hh)] | Certification of Glenn D. Fogel, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). |

| [removed: 32.2(ii)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1075531/000107553118000015/pcln-20171231_10kex322.htm)(hh)] | Certification of Daniel J. Finnegan, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). |

| 101 | The following financial statements from the Company's Annual Report on Form 10‑K for the year ended December 31, [removed: 2016] [added: 2017] formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. |

| [4.7](http://www.sec.gov/Archives/edgar/data/1075531/000104746917005098/a2232922zex-4_1.htm)(g) | Indenture, dated as of August 8, 2017, between the Company and U.S. Bank National Association, as trustee. |

| [4.8](http://www.sec.gov/Archives/edgar/data/1075531/000110465914067490/a14-21234_1ex4d1.htm)(h) | Form of 2.375% Senior Note due 2024. |

| [4.10](http://www.sec.gov/Archives/edgar/data/1075531/000110465915015804/a15-5077_5ex4d1.htm)(j) | Form of 1.800% Senior Note due 2027. |

| [4.12](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019192/a15-6140_5ex4d1.htm)(l) | Form of 3.650% Senior Note due 2025. |

| [4.14](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_2.htm)(f) | Form of 2.15% Senior Note due 2022. |

| [4.16](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d1.htm)(n) | Form of 3.600% Senior Note due 2026. |

| [4.18](http://www.sec.gov/Archives/edgar/data/1075531/000110465917015831/a17-8134_1ex4d1.htm)(o) | Form of 0.800% Senior Note due 2022. |

| [4.19](http://www.sec.gov/Archives/edgar/data/1075531/000110465917015831/a17-8134_1ex4d2.htm)(o) | Officers' Certificate, dated March 10, 2017, for the 0.800% Senior Notes due 2022. |

| [4.20](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d1.htm)(p) | Form of 2.750% Senior Note due 2023. |

| [4.21](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d3.htm)(p) | Officers' Certificate, dated August 15, 2017, with respect to the 2.750% Senior Notes due 2023. |

| [4.22](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)(p) | Form of 3.550% Senior Note due 2028. |

| [4.23](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d4.htm)(p) | Officers' Certificate, dated August 15, 2017, with respect to the 3.550% Senior Notes due 2028. |

| [10.1](http://www.sec.gov/Archives/edgar/data/1075531/000107553117000011/thepricelinegroupinc1999om.htm)(q)+ | The Priceline Group Inc. 1999 Omnibus Plan (As Amended and Restated Effective March 2, 2017). |

| [10.11](http://www.sec.gov/Archives/edgar/data/1075531/000107553116000084/pcln-20151231_10kex1011.htm)(w)+ | Amended and Restated Annual Bonus Plan. |

| [10.23](http://www.sec.gov/Archives/edgar/data/1075531/000107553117000019/exhibit991finneganagreemen.htm)(ee)+ | Letter Agreement, dated May 11, 2017, between the Registrant and Daniel J. Finnegan. |

| [10.24](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000004/ex991cfoemploymentagreement.htm)(ff)+ | Employment Agreement, dated January 19, 2018, between the Registrant and David Goulden. |

| [10.25](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000004/ex992cfononcompete.htm)(ff)+ | Non-Competition and Non-Solicitation Agreement, dated March 1, 2018, between the Registrant and David Goulden. |

| [10.26](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000004/ex993cfoconfidentialityagr.htm)(ff)+ | Employee Confidentiality and Assignment Agreement, dated January 19, 2018, between the Registrant and David Goulden. |

| [12.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553118000015/pcln-20171231_10kex121.htm) | Statement of Ratio of Earnings to Fixed Charges. |

| [21](https://www.sec.gov/Archives/edgar/data/1075531/000107553118000015/pcln-20171231_10kex21.htm) | List of Subsidiaries. |

| [23.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553118000015/pcln-20171231_10kex231.htm) | Consent of Deloitte & Touche LLP. |

| (g) | Previously filed as an exhibit to the Registration Statement on Form S-3 filed on August 8, 2017 (File No. 333-219800). |

In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements.

Some agreements contain representations and warranties by each of the parties to the applicable agreement.

These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

| | |

| --- | --- |

| • | should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |

| • | may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |

| • | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |

| • | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

Additional information about the Company may be found elsewhere in this Annual Report on Form 10‑K and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.

| Exhibit Number | Description |

| 4.1 | Reference is hereby made to Exhibits 3.1 and 3.2. |

| 4.7(h) | Form of 2.375% Senior Note due 2024. |

| 4.9(j) | Form of 1.800% Senior Note due 2027. |

| 4.11(l) | Form of 3.650% Senior Note due 2025. |

| 4.13(g) | Form of 2.15% Senior Note due 2022. |

| 4.15(n) | Form of 3.600% Senior Note due 2026. |

| 10.1(o)+ | priceline.com Incorporated 1999 Omnibus Plan (As Amended and Restated Effective June 6, 2013). |

| 10.11(x)+ | The Priceline Group Inc. Amended and Restated Annual Bonus Plan. |

| 10.14(t)+ | Second Amended and Restated Employment Agreement dated March 5, 2015 by and between the Registrant, Booking.com Holding B.V. and Darren R. Huston. |

| 10.15(z)+ | Amended and Restated Non-Competition and Non-Solicitation Agreement dated November 7, 2013 by and between the Registrant and Darren R. Huston. |

| 10.16(aa)+ | Indemnification Agreement, dated September 12, 2011 by and between the Registrant and Darren R. Huston. |

| 10.21(ff)+ | Separation Letter, dated April 27, 2016 by and between the Registrant and Darren R. Huston. |

| 12.1 | Statement of Ratio of Earnings to Fixed Charges. |

| 21 | List of Subsidiaries. |

| 23.1 | Consent of Deloitte & Touche LLP. |

____________________________

| + | Indicates a management contract or compensatory plan or arrangement. |

| (z) | Previously filed as an exhibit to the Current Report on Form 8-K filed on November 8, 2013 (File No. 0-25581). |

| (aa) | Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2011 (File No. 0-25581). |

| (bb) | Previously filed as an exhibit to the Current Report on Form 8-K filed on October 21, 2005 (File No. 0-25581). |

| (cc) | Previously filed as an exhibit to the Annual Report on Form 10-K filed for the year ended December 31, 2008 (File No. 0-25581). |

| (dd) | Previously filed as an exhibit to our Current Report on Form 8-K filed on April 24, 2015 (File No. 1-36691). |

| (ee) | Previously filed as an exhibit to the Current Report on Form 8-K filed on May 20, 2016 (File No. 1-36691). |

| (ff) | Previously filed as an exhibit to the Current Report on Form 8-K filed on April 28, 2016 (File No. 1-36691). |

| (gg) | Previously filed as an exhibit to the Current Report on Form 8-K filed on December 16, 2016 (File No. 1-36691). |

| (hh) | Previously filed as an exhibit to our Current Report on Form 8-K filed on June 24, 2015 (File No. 1-36691). |

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

None.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | |

| --- | --- | --- | --- |

| | | | |

| | BOOKING HOLDINGS INC. | | |

| | | | |

| | By: | /s/ Glenn D. Fogel | |

| | | Name: | Glenn D. Fogel |

| | | Title: | Chief Executive Officer and President |

| | | Date: | February 27, 2018 |

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glenn D.

Fogel and Peter J.

Millones, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully and for all intents and purposes as he or she might do or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| Signature | | Title | | Date |

| | | | | |

| | | | | |

| /s/ Glenn D. Fogel | | Director, Chief Executive Officer and President | | February 27, 2018 |

| Glenn D. Fogel | | | | |

| | | | | |

| /s/ Jeffery H. Boyd | | Director, Executive Chairman of the Board | | February 27, 2018 |

| Jeffery H. Boyd | | | | |

| | | | | |

| /s/ Daniel J. Finnegan | | Chief Financial Officer and Chief Accounting | | February 27, 2018 |

| Daniel J. Finnegan | | Officer (Principal Financial Officer and Principal Accounting Officer) | | |

| | | | | |

| /s/ Timothy M. Armstrong | | Director | | February 27, 2018 |

| Timothy M. Armstrong | | | | |

| | | | | |

| /s/ Jan L. Docter | | Director | | February 27, 2018 |

| Jan L. Docter | | | | |

| | | | | |

| /s/ Jeffrey E. Epstein | | Director | | February 27, 2018 |

| Jeffrey E. Epstein | | | | |