Booking Holdings (BKNG) 10-K risk factor changes: FY2020 vs FY2019

As a result, sales of travel services [removed: tend to] decline during general economic downturns and recessions and times of political or economic [removed: uncertainty] [added: uncertainty, such] as [added: currently being experienced due to the COVID-19 pandemic, 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.

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

Political uncertainty, conditions or [removed: events, such as the United Kingdom’s transition out of the European Union ("Brexit"), including uncertainty in the implementation of Brexit and other political concerns,] [added: events] can also negatively affect consumer spending and adversely affect travel demand.

[removed: At times,] [added: In the past, and prior to the significantly changed circumstances brought on by the onset of the COVID-19 pandemic,] we [removed: experience] [added: experienced] volatility in transaction growth rates, increased cancellation rates and weaker trends in accommodation average daily rates ("ADRs") across many regions of the world, particularly in those countries that appear to be most affected by economic and political uncertainties, which we [removed: believe are] [added: believed were] due at least in part to these macro-economic conditions and concerns.

[removed: Economic] [added: Further economic] or political disruptions [added: beyond those resulting from the COVID-19 pandemic] could cause, contribute to or be indicative of deteriorating macro-economic conditions, which in turn could negatively affect travel [removed: to] or [removed: from such countries or] the travel industry in general and therefore have an adverse impact on our results of operations.

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

[removed: We could] [added: As a result of the United Kingdom leaving the European Union ("Brexit"), we anticipate that we will] face new regulatory costs and challenges [removed: if] [added: as] U.K. regulations and policies diverge from those of the European Union or if additional business licenses are required.

Since [added: some of] the [removed: terms] [added: details] of the United Kingdom's exit from the European Union [removed: and/or the European Economic Area are uncertain,] [added: continue to unfold,] we are unable to predict [added: all of] the [removed: effect] [added: effects] Brexit will have on our business and results of operations.

In [removed: addition,] [added: addition to the impact of the COVID-19 pandemic described earlier in these Risk Factors, other] events beyond our control, such as oil prices, stock market volatility, terrorist attacks, [added: changing,] unusual or extreme weather or natural disasters such as earthquakes, hurricanes, tsunamis, floods, fires, droughts and volcanic [removed: eruptions,] [added: eruptions (whether due to climate change or otherwise),] travel-related health concerns including pandemics and epidemics such as coronaviruses, Ebola and Zika, political instability, changes in economic conditions, wars and regional hostilities, imposition of taxes, tariffs or surcharges by regulatory authorities, changes in trade policies or trade disputes, changes in immigration [removed: policies,] [added: policies or other travel restrictions,] travel-related accidents or increased focus on the environmental impact of travel, have previously and may in the future disrupt travel, limit the ability or willingness of travelers to visit certain locations or otherwise result in declines in travel demand and adversely affect our business and results of operations.

For example, Google has entered various aspects of the online travel market and has grown rapidly in this area, including by offering a flight meta-search product ("Google Flights"), a hotel meta-search product ("Google Hotel Ads"), a vacation rental meta-search product, its "Book on Google" reservation functionality, Google Travel, a planning tool that aggregates its flight, hotel and packages products in one [removed: website] [added: website,] and by integrating its hotel meta-search products [added: and restaurant information and reservation products] into its Google Maps app.

[removed: | • |] [added: -] online travel reservation services such as Expedia, Hotels.com, Hotwire, Orbitz, Travelocity, Wotif, Cheaptickets, [removed: ebookers, HotelClub, RatesToGo] [added: ebookers] and CarRentals.com, which are owned by Expedia Group, Traveloka (in which Expedia Group holds a minority interest) and Despegar/Decolar (in which Expedia Group holds a minority interest); Trip.com Group (in which we hold a small minority interest), Trip.com (which is owned by Trip.com Group), Tongcheng-eLong (in which Trip.com Group holds a significant minority interest), ezTravel (in which Trip.com Group holds a majority interest) and MakeMyTrip (in which Trip.com Group holds a significant minority interest); Hotel Reservation Service (HRS) and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope, [removed: |][added: CarTrawler, Meituan (in which we hold a small minority interest), Rakuten, Jalan (which is owned by Recruit), Fliggy (which is owned by Alibaba), HotelTonight (which is owned by Airbnb), CheapOair and eDreams ODIGEO;]

[removed: | • |] [added: -] online accommodation search and/or reservation services that are currently focused primarily on alternative accommodations, including individually owned properties such as homes and apartments, such as Airbnb, Vrbo (which is owned by Expedia Group), Tujia (in which Trip.com Group and Expedia Group hold investments) and Xiaozhu; [removed: |]

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

[removed: | • |] [added: -] 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, Egencia and Expedia Partner Solutions (which are owned by Expedia Group), Concur (which is owned by SAP), TUI, Webjet and Hotelbeds Group, as well as thousands of individual travel agencies around the world; [removed: |]

[removed: | • |] [added: -] travel service providers such as accommodation providers, rental car companies and airlines, many of which have their own branded online platforms to which they drive business, including large hotel chains such as Marriott International, Hilton and Intercontinental Hotel Group and emerging hotel chains such as OYO [removed: Rooms, as well as joint efforts by travel service providers such as Room Key, an online hotel reservation service owned by several major hotel companies; |][added: Rooms;]

[removed: | • |] [added: -] online travel search and price comparison services (generally referred to as "meta-search" services), such as Google Flights, Google Hotel Ads, Google's vacation rental meta-search product, TripAdvisor, trivago (in which Expedia Group holds a majority interest), Qunar (which is controlled by Trip.com Group) and Skyscanner (which is owned by Trip.com Group); [removed: |]

[removed: | • |] [added: -] online restaurant reservation services, such as [removed: LaFourchette] [added: TheFork] and Bookatable (which are owned by TripAdvisor), SeatMe (which is owned by Yelp), Zomato, Quandoo (which is owned by Recruit) and Resy (which is owned by American Express); [removed: |]

[removed: | • |] [added: -] 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), Turo, BlaBlaCar, Didi Chuxing (in which we hold a small minority interest), Grab (in which we hold a small minority interest), Go-Jek and Ola; and [removed: |]

[removed: | • |] [added: -] companies offering technology services and software solutions to travel service providers, including large global distribution systems ("GDSs"), such as Amadeus, Sabre and Travelport, and hospitality software platforms, such as Oracle and Shiji. [removed: |]

Meta-search services leverage their search technology to aggregate travel search results for the consumer's specific itinerary across travel service providers (e.g., accommodations, rental car companies or airlines), online travel companies [removed: ("OTC")] [added: ("OTCs")] and other online platforms and, in many instances, compete directly with us for customers.

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

[removed: Further, meta-search] [added: Meta-search] services may evolve into more traditional OTCs by offering consumers the ability to make travel reservations directly through their platforms.

[removed: If consumers book travel services through a service such as 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 platform or using a 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 marketing or other customer acquisition costs to maintain or grow our reservation bookings and our business and results of operations could be adversely affected.

If any of these platforms are successful in offering new travel-related services or services similar to ours to consumers who would otherwise use our platforms or if we are unable to offer our services to consumers within these super-apps, our customer acquisition efforts could be less effective and our customer acquisition costs, including our [removed: brand and performance] marketing expenses, could increase, either of which would harm our business and results of operations.

[added: Further,] consolidation among travel service providers, such as Marriott International's acquisition of Starwood Hotels & Resorts in 2017, 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.

Our international businesses include our Netherlands-based OTC brand Booking.com (including Rentalcars.com, based in the United Kingdom), our Asia-based OTC brand agoda and, to a lesser extent, KAYAK's international meta-search services and OpenTable's international restaurant reservation [removed: business.][added: services.]

[removed: Our] [added: Before the COVID-19 pandemic, our] international OTC operations [removed: have] historically [added: had] achieved significant year-over-year growth in their gross bookings, in particular with respect to their accommodation reservation services.

[removed: These] [added: Without taking into consideration the recent declines caused by the COVID-19 pandemic, these] growth rates, which [removed: have] contributed significantly to our [added: historical] growth in consolidated revenues and earnings, [removed: have] [added: had] generally declined over time as the absolute level of our gross bookings increased and online travel growth rates [removed: have] declined.

[removed: Other] [added: In addition to the general slowing growth rates of online travel and the effects of the COVID-19 pandemic, other] factors may also slow the growth rates of our international businesses, including, for example, worldwide or regional economic conditions, strengthening of the U.S. Dollar versus the Euro, the British Pound Sterling and other currencies, declines in ADRs, increases in cancellations, adverse changes in travel market conditions and the competitiveness of the market.

Any decline in the growth rates of our international businesses [removed: would have a negative impact on] [added: negatively impacts] our revenue and earnings growth rates and, as a consequence, our stock price.

Our [added: long-term] strategy involves continued expansion throughout the world.

[removed: Although we] [added: We] intend to continue to [removed: invest in adding accommodations] [added: improve the accommodation choices] available for reservation on our platforms, [removed: such as hotels, motels, resorts, homes, apartments and other unique places to stay,] [added: however] the growth rate of [removed: our] [added: the number of] accommodations [added: on our platforms] may vary in part as a result of removing accommodations from our platforms from time to time.

[removed: We also experience lower] [added: Lower] profit margins [added: are associated] with [removed: respect to] alternative accommodation properties due to certain additional costs related to offering these accommodations on our platforms.

[removed: Some jurisdictions have adopted or are considering statutes or ordinances that prohibit owners and managers from renting certain properties for fewer] than a stated number of consecutive days or for more than an aggregate total number of days per year or that require owners or managers to obtain a license to rent their properties.

We believe that the [removed: increase in the number and] [added: number,] variety [added: and quality] of [removed: accommodation providers that participate] [added: accommodations] on our platforms, and the corresponding access to accommodation room nights, [removed: has] [added: had] been a key driver of the growth of our accommodation reservation [removed: business.][added: business prior to the COVID-19 pandemic.]

The breadth of our accommodation bookings typically [removed: makes] [added: made] us an attractive source of consumer demand for our accommodation [removed: providers.][added: providers, and we believe it will continue to do so as the travel industry recovers.]

However, [added: after] accommodation providers [added: recover from the COVID-19 pandemic, they] may wish to limit the amount of business that flows through a single distribution channel.

The number of our employees worldwide has grown from approximately [removed: 9,500] [added: 15,500] at December 31, [removed: 2013] [added: 2015] to approximately [removed: 26,400] [added: 20,300] at December 31, [removed: 2019,] [added: 2020,] which growth is mostly comprised of hires by our international operations.

[removed: The growth of] [added: Changes in] our [removed: operations] [added: workforce] may make it more difficult to hire, train, retain, motivate and manage the required employees.

As we look to develop the Connected [removed: Trip,] [added: Trip and pursue our other strategic objectives,] we are increasing the collaboration, cooperation and interdependency among our brands.

The risk factors section below contains a description of the significant risks facing our Company and should be carefully considered in full.

The following is only a summary of the principal risks that make an investment in our securities speculative or risky.

Risk Factors Summary

- The adverse impact of the COVID-19 pandemic on our business, financial performance and travel demand, generally, including the impact on our liquidity, credit ratings and ongoing access to capital, the restructuring of our business and our utilization of government stimulus packages;

- Adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside our control;

- The effects of competition;

- Risks associated with the restructuring of our business;

- Any write-downs or impairments of goodwill or intangible assets related to acquisitions or investments, any increases in provisions for expected credit losses on receivables from and cash advances made to our travel service provider and restaurant partners and any increases in cash outlays to refund consumers for prepaid reservations;

- Adverse changes in relationships with travel service providers and restaurants and other third parties on which we are dependent;

- Our ability to attract and retain qualified personnel;

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

- Our ability to respond to and keep up with the rapid pace of technological and market changes;

- Our performance marketing efficiency and the general effectiveness of our marketing efforts;

- Any change by our search and meta-search partners in how they present travel search results or conduct their auctions for search placement in a manner that is competitively disadvantageous to us;

- IT systems-related failures or security breaches and data privacy risks and obligations;

- Tax, legal and regulatory risks;

- Risks associated with the facilitation of payments from consumers, including fraud and compliance with evolving rules and regulations and reliance on third parties;

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

- Success of investments and acquisitions, including integration of acquired businesses; and

- Financial risks including increased debt levels and stock price volatility.

Industry and Business Risks

*The COVID-19 pandemic has materially adversely affected, and may further adversely impact, our business and financial performance.*

In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic"), many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, curfews, quarantine advisories, including quarantine restrictions after travel in certain locations, shelter-in-place orders, required closures of non-essential businesses and additional restrictions on businesses as part of re-opening plans.

These government mandates have forced many of the partners on whom our business relies, including hotels and other accommodation providers, airlines and

restaurants, to seek government support in order to continue operating, to curtail drastically their service offerings, to file for bankruptcy protection or to cease operations entirely.

Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns, economies and financial markets, and our workforce, operations and customers.

The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services.

Our financial results and prospects are almost entirely dependent on the sale of such travel and restaurant-related services.

Our results for the year ended December 31, 2020 were significantly and negatively impacted, with a material decline in gross bookings, room nights booked, total revenues, net income and cash flow from operations, as compared to 2019.

Due to the uncertain and rapidly evolving nature of current conditions around the world, we are unable to predict accurately the impact that the COVID-19 pandemic will have on our business going forward.

Newly-booked room night reservations, excluding the impact of cancellations, declined rapidly as the COVID-19 pandemic spread in the first quarter and the beginning of the second quarter of 2020, but then steadily improved through the end of the second quarter and into the summer travel period in the third quarter of 2020.

In September 2020, variants of COVID-19 that spread more easily and quickly than other variants were discovered and have since spread to other countries.

In the fourth quarter of 2020, multiple COVID-19 vaccines were approved for widespread distribution throughout various parts of the world, including the United States and in Europe.

While this news is encouraging, it is still unknown when these vaccines will be available to broader populations and whether they will be as effective against variants of COVID-19, including the variants mentioned above.

In the fourth quarter of 2020, we saw room nights decline further, as well as an increase in cancellation rates, in each case as compared to the third quarter of 2020.

In January 2021, room nights declined slightly more than the decline in the fourth quarter of 2020, however, we have seen some improvement in these booking trends in recent weeks.

If these recent trends were to continue, we currently expect that room nights and gross bookings in the first quarter of 2021 will decline relative to the first quarter of 2019 by a few percentage points less than those metrics declined in the fourth quarter of 2020 relative to the fourth quarter of 2019.

We currently expect revenue in the first quarter of 2021 to decline by a similar amount as our expected decline in gross bookings in the first quarter of 2021, both relative to the first quarter of 2019.

The comparison of the first quarter of 2021 to the first quarter of 2019 avoids the distortion created from comparing to the initial spread of the COVID-19 pandemic late in the first quarter of 2020.

In addition, we currently expect that we will experience a greater operating loss in the first quarter of 2021 as compared to the fourth quarter of 2020.

Since the United Kingdom's Brexit vote in 2016, global markets and foreign currency exchange rates have experienced increased volatility, including a decline in the value of the British Pound Sterling as compared to the U.S. Dollar.

Although the United Kingdom has formally left the European Union, many uncertainties remain in the transition period during which the United Kingdom will negotiate its future relationship with the European Union and other nations.

After finalization of the transition period of the United Kingdom's exit from the European Union, among other things, the United Kingdom could lose access to the single European Union market and travel between the United Kingdom and European Union countries could be restricted.

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.

The United States has implemented or proposed, or is considering, various travel restrictions and actions that could affect U.S. trade policy or practices, which could also adversely affect travel to or from the United States.

As a result of the recent coronavirus outbreak originating in China, we began in January 2020 to experience, and continue to experience, a significant decline in travel demand and increase in customer cancellations predominantly related to travel to, from or in China and certain other Asian markets, though concerns about the coronavirus are also negatively impacting travel demand (and therefore our business) generally.

Some countries have implemented travel bans or restrictions and some airlines have suspended or limited flights to or from China.

We are working with our travelers and travel service provider partners to address cancellations, requests for refunds, rebookings and similar matters.

In addition, like many other companies, we have instructed or allowed employees in high-risk areas to work from home or not report to work, which, especially if this persists for a prolonged period of time, may have an adverse impact on our employees, ability to service travelers, operations and systems.

The ultimate extent of the coronavirus outbreak and its impact on travel in currently affected countries or more broadly is unknown and impossible to predict with certainty.

As a result, the full extent to which the coronavirus will impact our business and results of operations is unknown.

However, decreased travel demand resulting from the outbreak has had a negative impact, and is likely to have a negative and material impact, on our business, growth and results of operations.

In addition, we may incur additional customer service costs in connection with servicing travelers affected by the outbreak, which would also have a negative impact on our results of operations.

Google has also integrated restaurant information and reservations into the Google Maps app.

In addition, Amazon has previously experimented with online travel, and has recently partnered with Booking.com to provide travel deals to Prime users in certain countries and with an OTC in India to offer domestic flights through Amazon Pay.

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CarTrawler, Meituan Dianping (in which we hold a small minority interest), Rakuten, Jalan (which is owned by Recruit), Fliggy (which is owned by Alibaba), HotelTonight (which is owned by Airbnb), CheapOair and eDreams ODIGEO;

Consumers may favor travel services offered by meta-search platforms or search companies over OTCs, which could reduce traffic to our travel reservation platforms, increase consumer awareness of our competitors' brands and services and

increase our marketing and other customer acquisition costs.

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 revenues from our KAYAK meta-search business to offset any related decrease in revenues or increase in marketing and other customer acquisition costs experienced by our OTC brands.

Further,

Growth of some of these channels has slowed.

As a result, our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our services

For example, because consumers often utilize other online services more frequently than online travel services, a competitor or potential competitor that has established other, more frequent online interactions with consumers may be able to more easily or cost effectively acquire consumers for its online travel services than we can.

We require user

The European Union's General Data Protection Regulation (the "GDPR"), which went into effect in May 2018, is designed to unify data protection within the European Union under a single law, which has resulted and will continue to result in significantly greater compliance burdens and costs for us.

to develop and may be inconsistent from jurisdiction to jurisdiction.

As a result, airline and OTC partners may choose to limit or eliminate their use of other meta-search services or may demand cost savings from their other meta-search services and/or Google may receive access to discounted fares not provided to meta-search services that charge for referrals, any of which could adversely affect our meta-search business, profit margins and results of operations.

We may not be able to

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

The tax law changes made by the Tax Act are broad and complex, and there continues to be significant uncertainty about how the Tax Act will be interpreted at both the U.S. federal and state levels.

In July 2019, France passed legislation that introduced a 3% digital services tax, which is retroactively applicable as of January 1, 2019.

Although the French tax authorities have postponed the requirement to pay the 2020 digital services tax until December 2020, the French government has not repealed the tax and is merely postponing the payment of the tax to see if a consensus is reached by the OECD during 2020 on how online businesses should be taxed.

Consequently, we continue to accrue for the tax in 2020 because we will owe the tax to France if no consensus is reached by the OECD and France does not repeal the tax.

Italy and Turkey have also passed legislation that introduces digital services taxes of 3% and 7.5%, respectively, that will be effective in 2020.

Several other countries are also considering adopting digital services taxes.

For example, the United Kingdom has proposed legislation to implement a digital services tax that, if enacted, would become effective in 2020 and would impose a 2% tax on revenue earned by larger companies from U.K. users of digital services.

Similarly, Spain submitted a digital services tax bill to its parliament for approval in January 2019 that would tax digital services at 3%.

We calculate constant currency by converting our current-year period [added: operating and] financial results for transactions recorded in currencies other than U.S. Dollars using the corresponding prior-year period monthly average exchange rates rather than the current-year period monthly average exchange rates.

We seek to empower people to cut through travel barriers, such as money, time, language and overwhelming options, so they can use our services to easily and confidently [removed: get] [added: go] where they want to go, stay where they want to stay, dine where they want to dine, pay how they want to pay and experience what they want to experience.

Through one or more of our brands, consumers can: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels and other properties); make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a [removed: cruise,] flight, [added: cruise,] vacation package, tour or activity.

We offer these services through six primary consumer-facing brands: Booking.com, [removed: KAYAK, priceline,] [added: Priceline,] agoda, [removed: Rentalcars.com] [added: Rentalcars.com, KAYAK] and OpenTable.

For example, Booking.com, the world’s leading brand for booking online accommodation reservations (based on room nights booked), offers rental car and other ground transportation services, flights, [removed: restaurant reservations,] tours and activities [added: reservations, restaurant] reservations and other services, many of which are supported by our other brands.

Our business is driven primarily by international results, which consist of the results of Booking.com, agoda and Rentalcars.com [added: in their entirety] and the international businesses of KAYAK and OpenTable.

For example, a reservation made through Booking.com [added: (which is domiciled in the Netherlands)] at a hotel in New York by a consumer in the United States is part of our international results.

In [removed: 2019,] [added: 2020,] our international business (the substantial majority of which is generated by Booking.com) represented approximately [removed: 90%] [added: 88%] of our consolidated revenues.

For more [removed: information,] [added: detail,] see Part I, Item 1A, Risk Factors - [added: "*The COVID-19 pandemic has materially adversely affected, and may further adversely impact, our business and financial performance*" and] "*Declines or disruptions in the travel industry could adversely affect our business and financial performance."*

[removed: Over] [added: Prior to] the [removed: last several years,] [added: COVID-19 pandemic,] we [removed: have] experienced [added: many years of] significant growth in our accommodation reservation services.

We believe this growth [removed: is] [added: was] the result of, among other things, the broader shift of travel purchases from offline to online, the widespread adoption of mobile devices and the growth of travel overall.

We also believe this growth [removed: is] [added: was] the result of the continued innovation and execution by our teams around the world to increase the number and the variety of accommodations we offer consumers, increase and improve content, build distribution and improve the consumer experience on our online platforms, as well as consistently and effectively marketing our brands through performance and brand marketing efforts.

[removed: Online] [added: Over the last several years, and prior to the COVID-19 pandemic, online] travel growth rates [removed: have] [added: had] generally slowed in markets such as North America and Europe where online activity [removed: is] [added: was] high and consumers [removed: have] [added: had] been engaging in e-commerce transactions for many years, while online travel growth rates [removed: remain] [added: remained] relatively high in markets such as Asia-Pacific where incomes [removed: are] [added: were] rising more quickly and the increased availability and use of mobile devices [removed: has] [added: had] accelerated the growth of internet usage and travel e-commerce transactions.

Over the [removed: long-term,] [added: long term,] we expect [added: the broader global economy and] online travel [added: market to recover from the COVID-19 pandemic, and following the recovery of the travel industry to the level of pre-COVID-19 pandemic demand, we would expect online travel] growth rates [removed: to] [added: will] slow as markets continue to mature.

However, we believe that the opportunity to [removed: continue to] grow our business [added: beyond pre-COVID-19 pandemic levels] exists for the markets in which we operate, including in both mature and [removed: fast-growing] [added: less mature] markets.

Further, we believe that this opportunity for growth exists because we [removed: feel] [added: believe] we provide significant value to travel service providers, regardless of size or geography, due to our global reach and [removed: online] marketing expertise.

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

Booking.com included approximately [removed: 2,580,000] [added: 2,373,000] properties on its website at December 31, [removed: 2019,] [added: 2020,] consisting of approximately [removed: 460,000] [added: 434,000] hotels, motels and resorts and approximately [removed: 2,120,000] [added: 1,939,000] homes, apartments and other unique places to stay, compared to approximately [removed: 2,180,000] [added: 2,580,000] properties (including approximately [removed: 436,000] [added: 460,000] hotels, motels and resorts and approximately [removed: 1,744,000] [added: 2,120,000] homes, apartments, and other unique places to stay) at December 31, [removed: 2018.][added: 2019.]

We intend to continue to improve the accommodation choices available for reservation on our platforms, [removed: however] [added: however,] the [removed: growth rate] [added: number] of [removed: our] accommodations [added: on our platforms] may vary in part as a result of removing accommodations from [removed: our platforms from] time to time.

Further, to the extent [added: that] these properties represent an increasing percentage of the properties [removed: added to] [added: on] our platforms, [removed: we expect that our room nights growth rate and] [added: the number of reservations per] property [removed: growth rate] will [added: likely] continue to [removed: diverge over time (since each such property has] [added: decrease since alternative accommodation properties typically have] fewer [removed: booking opportunities).]

We believe that continuing to [removed: expand] [added: improve] the [removed: number and variety] [added: choices] of accommodations available through our services, in particular Booking.com, will help us to continue to grow our accommodation reservation business.

[removed: As part of these ongoing efforts, we have a long-term strategy to build a more integrated offering of multiple elements of travel, which we refer to as the "Connected Trip."] Although we expect our efforts to build the Connected Trip [removed: may] [added: will] increase revenue growth over time, we may see a negative impact on our operating margins in the near term as we incur the expenses associated with these investments.

However, this results in additional expenses for personnel, payment processing, customer chargebacks (including those related to fraud) and other expenses related to these transactions, which are recorded in "Personnel" and "Sales and other expenses" in our Consolidated Statements of Operations, as well as associated incremental revenues in the form of credit card rebates, for example, which are recorded in "Merchant revenues." [removed: As this] [added: To the extent more of our] business [removed: continues to grow,] [added: is generated on a merchant basis,] we [removed: expect] [added: will incur a greater level of] these [removed: expenses to continue to increase,] [added: merchant-related expenses,] which would negatively impact our operating margins despite increases in associated incremental revenues.

For example, Google has entered various aspects of the online travel market and has grown rapidly in this area, including by offering a flight meta-search product (Google Flights), a hotel meta-search product (Google Hotel Ads), a vacation rental meta-search product, its "Book on Google" reservation [removed: functionality and integrating its hotel and restaurant meta-search products into its Google Maps app, as well as] [added: functionality,] Google Travel, a planning tool [removed: which] [added: that] aggregates its flight, hotel and packages products in one [removed: website.][added: website and by integrating its hotel meta-search products and restaurant information and reservation products into its Google Maps app.]

For example, accommodation reservations made on a mobile device typically are for shorter lengths of stay, have lower accommodation [removed: average daily rates ("ADRs")] [added: ADRs] and are not made as far in advance.

[added: These] initiatives have resulted and in the future may result in lower ADRs and lower revenue as a percentage of gross bookings.

We believe the trend of declining [removed: ADRs is] [added: ADRs, observed prior to the outbreak, was] partially driven by the negative impact of the changing geographical mix of our business (e.g., lower ADR regions like Asia-Pacific are generally growing faster than higher ADR regions like Western Europe) as well as pricing pressures within local markets from time to time [removed: resulting] [added: which resulted] from competitive conditions, weakening economic conditions or changes in travel patterns.

[removed: Historically] [added: Historically,] our [removed: performance] marketing expenses [removed: have] increased significantly, however, [removed: more recently,] we [removed: have] experienced more moderate growth [removed: rates, a trend we expect to continue.][added: rates in recent years, and since the COVID-19 pandemic, our marketing expenses have declined significantly.]

Our performance marketing [removed: expense] [added: expense, which represents a substantial majority of our marketing expense,] is 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.

[removed: Performance] [added: Total] marketing expenses were [removed: $4.4 billion, $4.4] [added: $2.2] billion and [removed: $4.2] [added: $5.0] billion for the years ended December 31, [removed: 2019, 2018] [added: 2020] and [removed: 2017,] [added: 2019,] respectively.

[removed: We also invested $548 million, $509 million and $435 million in] [added: Our] brand marketing [removed: for the years ended December 31, 2019, 2018 and 2017, respectively,] [added: expense is] primarily related to costs associated with producing and airing television advertising, online video advertising (for example, on YouTube and Facebook), online display advertising and other brand marketing.

[removed: Performance marketing] [added: Marketing] efficiency, expressed as [removed: performance] marketing expense as a percentage of total revenues, is impacted by a number of factors that are subject to variability and that are, in some cases, outside of our control, including ADRs, costs per click, cancellation rates, foreign currency exchange rates, our ability to convert paid traffic to booking [removed: customers] [added: customers, the timing difference between when revenue is recognized] and [added: when marketing expense is recorded,] the [added: timing and effectiveness of our brand marketing campaigns and the] extent to which consumers come directly to our platforms for bookings.

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] marketing efficiency.

We have observed a long-term trend of decreasing performance marketing returns on investment [removed: ("ROIs").][added: ("ROIs"), however, in recent years, we observed periods of stable or increasing ROIs.]

When evaluating our performance marketing spend, we [added: typically] consider several factors for each channel, such as the customer experience on the advertising platform, the incrementality of the traffic we receive and the anticipated repeat rate from a particular platform, as well as other factors.

The amount of business we obtain through each performance marketing channel is impacted by numerous factors, including [added: the level of consumer demand for travel,] bidding decisions by us and our competitors (including decisions to optimize performance marketing ROIs) and the marketing efforts and success of those channels to attract consumers and generate demand.

See Part I, Item 1A, Risk Factors \- "*We rely on [removed: performance and brand] marketing channels to generate a significant amount of traffic to our platforms and grow our business.*" and [removed: "*Our business could be negatively affected by changes in online search and meta-search algorithms and dynamics or traffic-generating arrangements.*"][added: "*Our*]

[removed: Beginning in] [added: However, from] the third quarter of [removed: 2018,] [added: 2018 until the fourth quarter of 2019,] our cancellation rates [removed: have] generally decreased, which [removed: has] benefited our marketing efficiency and results of operations.

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

[removed: For more detail, see] [added: See] Part I, Item 1A, Risk Factors - [added: "*The COVID-19 pandemic has materially adversely affected, and may further adversely impact, our business and financial performance*" and] "*Declines or disruptions in the travel industry could adversely affect our business and financial performance."*

In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic"), many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, curfews, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses.

These government mandates have forced many of the partners on whom our business relies, including hotels and other accommodation providers, airlines and restaurants, to seek government support in order to continue operating, to curtail drastically their service offerings or to cease operations entirely.

Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns, economies and financial markets, and our workforce, operations and customers.

The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services.

Our financial results and prospects are almost entirely dependent on the sale of travel-related services.

Our results for the year ended December 31, 2020 have been materially and negatively impacted, with a material decline in gross travel bookings, room nights booked, total revenues, net income and cash flow from operations as compared to the year ended December 31, 2019.

Newly-booked room night reservations, excluding the impact of cancellations, declined rapidly as the COVID-19 pandemic spread in the first quarter and the beginning of the second quarter of 2020, but then steadily improved through the end of the second quarter and into the summer travel period in the third quarter of 2020.

However, in the fourth quarter of 2020, we saw an increased decline in newly-booked room night reservations, due in part to increased COVID-19 case counts and reimposed or additional government-imposed travel restrictions, particularly in Europe.

In September 2020, a variant of COVID-19 that spreads more easily and quickly than other variants was first discovered in the United Kingdom, and has since spread across the country and to other countries, including the United States and in Europe.

Another variant of COVID-19 that also appears to spread more easily and quickly than other variants was detected in South Africa in October 2020.

In the fourth quarter of 2020, multiple COVID-19 vaccines were approved for widespread distribution throughout various parts of the world, including the United States and in Europe.

While this news is encouraging, it is still unknown when these vaccines will be available to broader populations and whether they will be as effective against variants of COVID-19, including the variants mentioned above.

We believe that as effective vaccines become widely distributed, people will feel it is safe to travel again and government restrictions will be relaxed, although the timing remains uncertain.

Since April 2020, we have seen a substantial year-over-year increase in the share of newly booked room nights booked for domestic travel (travelers booking a stay within their own country) while bookings for international travel have remained very limited throughout the pandemic.

Over this same time period, we have seen a year-over-year increase in the share of our newly-booked room nights made on a mobile device.

Also, while we saw an increase in the share of newly-booked room nights for alternative accommodation properties in the early months of the pandemic, more recently the share has been consistent with pre-pandemic levels.

In addition, we have observed an improvement in cancellation rates since the high in April, though we have seen additional periods of highly elevated cancellation rates typically coinciding with newly imposed travel restrictions.

The overall improvement in cancellation rates since April benefits our room nights booked including cancellations but does not impact newly-booked room nights.

Our revenue decline in 2020 was impacted to a greater extent than newly-booked room night growth due to the impact of higher cancellations and lower accommodation average daily rates ("ADRs") as compared to 2019.

We expect to continue to see severely reduced new travel and restaurant reservation bookings as compared to 2019 levels for the foreseeable future, which will have a materially adverse impact on our business, financial condition, results of operations and cash flows.

Further, given the volatility in the global travel industry and the financial difficulties faced by many of our travel service provider and restaurant partners, we have increased our provision for expected credit losses on receivables from and cash advances made to our travel service provider and restaurant partners.

Due to the uncertain and rapidly evolving nature of current conditions around the world, we are unable to predict accurately the impact that the COVID-19 pandemic will have on our business going forward.

The approval and distribution of COVID-19 vaccines throughout the world is encouraging, however, the COVID-19 pandemic continues to impact global travel and travel restrictions remain in place, particularly in Europe.

In the fourth quarter of 2020, we saw room nights decline further, as well as an increase in cancellation rates, in each case as compared to the third quarter of 2020.

In January 2021, room nights declined slightly more than the decline in the fourth quarter of 2020, however, we have seen some improvement in these booking trends in recent weeks.

If these recent trends were to continue, we currently expect that room nights and gross bookings in the first quarter of 2021 will decline relative to the first quarter of 2019 by a few percentage points less than those metrics declined in the fourth quarter of 2020 relative to the fourth quarter of 2019.

We currently expect revenue in the first quarter of 2021 to decline by a similar amount as our expected decline in gross bookings in the first quarter of 2021, both relative to the first quarter of 2019.

The comparison of the first quarter of 2021 to the first quarter of 2019 avoids the distortion created from comparing to the initial spread of the COVID-19 pandemic late in the first quarter of 2020.

In addition, we

currently expect that we will experience a greater operating loss in the first quarter of 2021 as compared to the fourth quarter of 2020.

With the continued spread of COVID-19 throughout the world, we expect the pandemic and its effects to continue to have a significant adverse impact on our business for the duration of the pandemic, during any resurgences of the pandemic and during the subsequent economic recovery, which could be an extended period of time.

In response to the COVID-19 pandemic, we have taken and are taking various actions to address the impact of the pandemic on our business.

Among other actions, we have:

- Raised $4.1 billion in debt and negotiated amendments to our revolving credit facility to provide additional financial flexibility

- Undertaken restructuring activities at all of our brands

- Participated in certain government aid programs, including employee wage support programs

- Suspended general share repurchases

- Eliminated non-essential business travel

- Canceled internal company events and offsites

- Significantly reduced marketing spend worldwide

Our results include FareHarbor and HotelsCombined since they were acquired in April 2018 and November 2018, respectively.

The recent coronavirus outbreak has had a significant and negative impact on our business during the first quarter of 2020, in particular in China and certain other Asian markets, though concerns about the coronavirus are also negatively impacting travel demand (and therefore our business) generally.

In the more affected markets like China, we have seen a significant increase in cancellations and reduction in new bookings, and ADRs have also been negatively affected.

The ultimate impact of the outbreak on our business is impossible to predict with certainty, and therefore the full extent to which the coronavirus will impact our business and results of operations is unknown.

However, decreased travel demand resulting from the outbreak has had a negative impact, and is likely to have a negative and material impact, on our business, growth and results of operations.

These year-over-year growth rates have generally decelerated.

Given the size of our accommodation reservation business and the general slowing growth rate of the online travel market discussed below, we expect that our year-over-year growth rates will generally continue to decelerate, though the rate of deceleration may fluctuate and there may be periods of acceleration from time to time.

As a result of the foregoing, as the percentage of alternative accommodation properties increases, the number of reservations per property will likely continue to decrease.

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

These

We have observed a trend of declining constant-currency accommodation ADRs, which we expect to continue, though the rate of decline may fluctuate and there may be periods of stable or increasing ADRs.

More recently, growth of some of these channels has slowed.

We intend to continue a strategy of promoting brand awareness through both online and offline marketing efforts, including by expanding brand campaigns into additional markets, which we expect will increase our brand marketing expenses over time.

We have observed increased brand marketing by other OTCs, meta-search services and travel service providers, which may make our brand marketing efforts more expensive and less effective.

More recently, we have observed periods of stable or increasing ROIs, however, it is uncertain whether this trend will continue or if ROIs will return to the prior trend of declining over time.

We may from time to time, as we did beginning in the third quarter of 2017 through the fourth quarter of 2018, pursue a strategy of improving our performance marketing ROIs, which could negatively impact growth and positively impact performance marketing efficiency and profitability.

We believe that many factors influence cancellation rates, and it is uncertain whether future cancellation rates will continue to decrease, stabilize or return to their prior trend of generally increasing over time.

tariffs and reduced government spending, could impair consumer spending and adversely affect travel demand.

Further, political uncertainty, conditions or events, such as the United Kingdom's decision to leave the European Union ("Brexit"), including uncertainty in the implementation of Brexit and other political concerns can also negatively affect consumer spending and adversely affect travel demand.

Our foreign-currency-denominated gross bookings, revenues, operating expenses and net income as expressed in U.S. Dollars are lower for the year ended December 31, 2019 than they would have been had foreign currency exchange rates remained where they were for the year ended December 31, 2018.

Beginning in the second quarter of 2019, we have only designated certain portions of the aggregate principal value of our Euro-denominated debt as a hedge, and as a result we have recognized foreign currency transaction gains or losses.

*rules and regulations around the world, and as the size of our business grows, scrutiny of our business by legislators and regulators in these areas may intensify.*" In addition to the price parity and consumer protection investigations, from time to time national competition authorities, other governmental agencies, trade associations and private parties take legal actions, including commencing legal proceedings, that may affect our operations.

Seasonality

For our Asia-Pacific business, we experience the highest level of accommodation check-ins in the fourth quarter.

As the relative growth rates for our businesses fluctuate, the quarterly distribution of our operating results may vary.

partners, any of which can adversely affect our business and results of operations.

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| • | *Valuation of Goodwill and Other Long-Lived Assets*. The application of the acquisition accounting for business combinations requires the use of significant estimates and assumptions to determine the fair value of the assets acquired and liabilities assumed. Our estimates of the fair value are based upon assumptions that we believe are reasonable. When we deem appropriate, we utilize assistance from a third-party valuation firm. The consideration transferred is allocated to the assets acquired and liabilities assumed based on their respective fair values at the acquisition date. The excess of the consideration transferred over the net of the amounts allocated to the identifiable assets acquired and liabilities assumed is recognized as goodwill. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. |

We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable.

Since the annual impairment test, there have been no events or changes in circumstances to indicate a potential impairment to our goodwill.

| • | *Income Taxes.* We determine our tax expense based on our income and statutory tax rates applicable in the various jurisdictions in which we operate. Due to the complex nature of tax legislation and frequent changes with such associated legislation, significant judgment is required in computing our tax expense and determining our tax positions. In December 2017, the U.S. government enacted the U.S. Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act made significant changes to U.S. federal tax law, including a reduction in the U.S. federal statutory tax rate from 35% to 21%, effective January 1, 2018. The Tax Act imposed a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years. |

The Tax Act also introduced in 2018 a tax on 50% of global intangible low-taxed income ("GILTI"), which is income determined to be in excess of a specified routine rate of return, and a base erosion and anti-abuse tax ("BEAT") aimed at preventing the erosion of the U.S. tax base.

We have adopted an accounting policy to treat taxes on GILTI as period costs.

In December 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued by the Securities and Exchange Commission to address the application of U.S. GAAP in situations when the registrant does not have all the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law.

In accordance with SAB 118, to the extent a registrant can reasonably estimate the effects of the Tax Act, a provisional tax amount can be recorded, but must have been finalized prior to December 22, 2018.

In 2018, we completed our accounting for the income tax effects of the Tax Act based on technical guidance issued by U.S. federal and state tax authorities available at that time, which resulted in an income tax benefit of $48 million.

In 2019, as a result of additional technical guidance issued by U.S. federal and state tax authorities, we recorded an additional income tax benefit of $17 million to adjust our income tax expense relating to the U.S federal one-time deemed repatriation liability, as well as U.S state income taxes associated with the mandatory deemed repatriation.

To date, we have been audited in several taxing jurisdictions with no significant impact on our results of operations.

Accordingly, we may incur additional tax expense based upon our assessment of the more-likely-than-not outcomes or we may adjust previously recorded tax expense to reflect examination results.

[removed: A] [added: Excluding the effect on the fair value of our convertible senior notes, a] hypothetical 100 basis point (1.0%) [removed: increase] [added: decrease] in interest rates would have resulted in [removed: a decrease] [added: an increase] in the [added: estimated] fair [removed: values] [added: value] of our [removed: investments] [added: other debt] of approximately [removed: $23] [added: $544] million and [removed: $126] [added: $325] million at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

[removed: This amount excludes our] [added: Our] investments in Trip.com Group convertible senior [removed: notes, which] [added: notes] are more sensitive to the equity market price volatility of Trip.com Group's American Depositary Shares ("ADSs") than changes in interest rates.

The [added: estimated] fair value of our Trip.com Group convertible senior notes will likely increase as the market price of Trip.com Group's ADSs increases and will likely decrease as the market price of Trip.com Group's ADSs falls.

At December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the outstanding aggregate principal amount of our debt was [removed: approximately $8.7] [added: $12.2] billion and [removed: $8.8] [added: $8.7] billion, respectively.

We estimate that the fair value of such debt was approximately [removed: $9.8] [added: $14.0] billion and [removed: $9.3] [added: $9.8] billion at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

[removed: A substantial portion of the] [added: The estimated] fair value of [removed: our] [added: the Company's] debt in excess of the outstanding principal amount [added: at December 31, 2019 primarily] relates to the conversion premium on [removed: our outstanding] [added: the] convertible senior notes.

If the U.S. Dollar weakens against the local currencies, the translation of these foreign-currency-denominated balances will result in increased net assets, gross bookings, revenues, operating [removed: expenses,] [added: expenses] and net income.

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

[removed: Historically,] [added: We designate certain portions of] the aggregate principal value of [removed: our] [added: the] Euro-denominated debt [removed: and accrued interest thereon had provided] [added: as] a hedge against the impact of foreign currency exchange rate fluctuations on the net assets of one of our Euro functional currency subsidiaries.

[removed: The foreign] [added: Foreign] currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument for accounting purposes are recognized in [removed: "Foreign currency transactions and other"] [added: "Other income (expense), net"] in [removed: the] [added: our] Consolidated [removed: Statement] [added: Statements] of [removed: Operations.][added: Operations (see Note 12 to our Consolidated Financial Statements).]

[removed: We enter] [added: In periods prior to the second quarter of 2020, we also entered] into foreign currency derivative contracts to hedge translation risks from short-term foreign currency exchange rate fluctuations for the Euro, British Pound Sterling and certain other currencies versus the U.S. Dollar.

We [removed: also] enter into foreign currency forward contracts to hedge our exposure to the impact of movements in foreign currency exchange rates on our transactional balances denominated in currencies other than the functional currency.

We are exposed to equity price risk as it relates to changes in [added: the] fair [removed: value] [added: values] of our investments in equity securities of publicly-traded companies and private companies.

The [added: estimated] fair [removed: value] [added: values] of our investments in equity securities of publicly-traded companies and private companies, excluding certain investments classified as debt securities for accounting purposes, [removed: was $1.8] [added: were $3.1] billion and [removed: $501] [added: $455] million, respectively, at December 31, [removed: 2019,] [added: 2020,] and [removed: $1.0] [added: $1.8] billion and $501 million, respectively, at December 31, [removed: 2018.][added: 2019.]

A hypothetical 10% decrease in the fair [removed: value] [added: values] of these investments at December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] would have resulted in a [removed: total] loss, before tax, of approximately [removed: $230] [added: $355] million and [removed: $150] [added: $230] million, respectively, being recognized in net income.

During the year ended December 31, 2020, we sold our investments in government and corporate debt securities other than our investments in Trip.com Group convertible senior notes (see Note 5 to the Consolidated Financial Statements).

The estimated fair value of our debt in excess of the outstanding principal amount at December 31, 2020 primarily relates to Senior Notes and the Convertible Senior Notes issued in April 2020.

However, for the year ended December 31, 2020, movements in foreign currency exchange rates had little to no impact on our performance metrics and financial results.

We have a significant investment that is denominated in Hong Kong Dollars and the related impact from the movements in foreign currency exchange rates is recognized in "Other income (expense), net" in the Consolidated Statements and Operations.

Such foreign currency transaction gains or losses are dependent on the amount of

net assets of the Euro functional currency subsidiary, the amount of the Euro-denominated debt that is designated as a hedge and fluctuations in foreign currency exchange rates.

Since the first quarter of 2020, we have not entered into such derivative instruments as the impact of the COVID-19 pandemic on our operating results are highly uncertain.

We will continue to evaluate the use of derivative instruments in the future.

Due to the impact of the COVID-19 pandemic (see Note 2 to the Consolidated Financial Statements) on the business of the investee and the estimated decline in the value of our investment, we recorded a significant impairment charge related to our investment in a private company during the three months ended March 31, 2020 (see Notes 5 and 6 to the Consolidated Financial Statements).

We did not experience any material changes in interest rate exposures during the year ended December 31, 2019.

Our investments in marketable debt securities are subject to unrealized gains and losses due to interest rate volatility.

We performed a sensitivity analysis to determine the impact a change in interest rates would have on the fair value of our investments in marketable debt securities assuming an adverse change of 100 basis points.

These hypothetical losses would only be realized if we sold the investments prior to their maturity.

Excluding the effect on the fair value of our convertible senior notes, a hypothetical 100 basis point (1.0%) decrease in interest rates would have resulted in an increase in the fair values of our other debt of approximately $325 million and $370 million at December 31, 2019 and 2018, respectively.

As a result of foreign currency exchange rate changes, our foreign-currency-denominated gross bookings, revenues and operating expenses as expressed in U.S. Dollars are lower for the year ended December 31, 2019 than they would have been had foreign currency exchange rates remained where they were for the year ended December 31, 2018.

Beginning in the second quarter of 2019, we have only designated certain portions of the aggregate principal value of the Euro-denominated debt as a hedge.

See Note 2 and 5 to our Consolidated Financial Statements for further information.

[removed: Our] [added: As a result, our] mission [removed: is] to make it easier for everyone to experience the [removed: world.][added: world remains unchanged.]

Through one or more of our brands, consumers can: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels and other properties); make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a [removed: cruise,] flight, [added: cruise,] vacation package, tour or activity.

We offer these services through six primary consumer-facing brands: Booking.com, [removed: KAYAK, priceline,] [added: Priceline,] agoda, [removed: Rentalcars.com] [added: Rentalcars.com, KAYAK] and OpenTable.

While historically our brands operated on a largely independent basis and many of them focused on a particular service (e.g., accommodation reservations) or geography, we [removed: are increasing] [added: continue to increase] the collaboration, cooperation and interdependency among our brands in our efforts to provide consumers with the best and most comprehensive services.

For example, Booking.com, the world’s leading brand for booking online accommodation reservations (based on room nights booked), offers rental car and other ground transportation services, flights, [removed: restaurant reservations,] tours and [removed: activities] [added: activities, restaurant] reservations and other services, many of which are supported by our other [removed: brands.]

[removed: ][added: ]

During the year ended December 31, [removed: 2019,] [added: 2020,] our international business (the substantial majority of which is generated by Booking.com) represented approximately [removed: 90%] [added: 88%] of our consolidated revenues.

For the year ended December 31, [removed: 2019,] [added: 2020,] we had revenues of [removed: $15.1] [added: $6.8] billion, which we classify as "agency" revenues, "merchant" revenues and "advertising and other" revenues.

[removed: | • |] [added: -] Agency revenues are derived from travel-related transactions where we do not facilitate payments from travelers for the services provided. [removed: We invoice the travel service providers for our commissions after travel is completed. Agency revenues consist almost entirely of travel reservation commissions. |]

[removed: | • |] Merchant revenues [removed: are derived from travel-related transactions where we facilitate payments from travelers for the service provided, generally at the time of booking. Merchant revenues] include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with our merchant reservation services; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance [removed: revenues and certain global distribution system ("GDS") reservation booking fees. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations. |][added: revenues.]

[removed: | • |] [added: -] Advertising and other revenues are derived primarily from (a) revenues earned by KAYAK for sending referrals to online travel companies ("OTCs") and travel service providers and for advertising placements on its platforms and (b) revenues earned by OpenTable for its restaurant reservation services and subscription fees for restaurant management services. [removed: |]

[removed: | • |] [added: -] provide consumers with the best choices and prices at any time, in any place, on any device; [removed: |]

[removed: | • |] [added: -] make it easy for people to find, book, pay for and experience their travel desires; and [removed: |]

[removed: | • |] [added: -] provide platforms, tools and insights to our business partners to help them be successful. [removed: |]

[removed: The] [added: We believe that as the COVID-19 pandemic subsides, people feel confident traveling and dining out and government restrictions are lifted, the] global online travel and dining [removed: categories] [added: industries will recover and, after some period of higher growth through the recovery,] continue to grow as [added: they did before the COVID-19 pandemic as] consumer purchasing shifts from traditional offline channels to interactive online channels, including mobile channels.

[removed: Our strategy is] [added: As travel demand returns, we plan] to continue to participate broadly in this online growth by expanding our service offerings and markets.

[removed: | • | 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) intuitive, easy-to-use online travel and restaurant reservation and search services; (b) a continually [removed: increasing number, location and variety] [added: improving selection] of accommodations, other travel offerings, restaurants and payment options through our services; (c) informative and useful content, such as pictures, accommodation and restaurant details and reviews; and (d) excellent customer service. [removed: Our goal is to make travel easy, frictionless and personal and to offer consumers the most trusted brands, the most personalized experience and the most extensive, varied and comprehensive travel service selection in every geography at the best prices. Further, we endeavor to provide excellent customer service in a variety of ways, including through our call centers and online platforms and the use of chatbots and other technologies, so that consumers can be confident that booking reservations through us will be a positive experience. |]

We [removed: are constantly innovating] [added: continue] to [added: seek to] grow our business [added: through innovation] by, among other things, providing a best-in-class user experience with intuitive, easy-to-use online platforms (i.e., websites and mobile apps) to ensure that we are meeting the needs of online consumers while aiming to exceed their expectations.

As a result, our long-term strategy is to build a [removed: more integrated] [added: seamless] offering of multiple elements of travel, which we refer to as the "Connected Trip." We believe that through innovation and the utilization of emerging technologies such as artificial intelligence, the Connected Trip will simplify and improve all aspects of the travel experience, including: discovery, planning, booking, coordinating itineraries among travel service providers, automatic rescheduling/rebooking, etc. For example, if a traveler’s flight is delayed, we envision that ultimately the Connected Trip will not only alert the traveler, but also automatically arrange for a late arrival at the hotel, change a dinner reservation and alert [removed: other] [added: companion] diners, reschedule the airport transfer, find a later connecting flight, etc. We believe that such a system will benefit both the traveler and the travel service provider or restaurant, as well as provide a compelling and differentiated service offering for [removed: consumers.][added: consumers that will drive enhanced loyalty and frequency over time.]

[removed: | • | Partnering with travel service providers, restaurants and OTCs. 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 [removed: online] marketing efforts, expertise in offering an excellent consumer experience through our [removed: online] platforms and ability to offer their inventory in markets and to consumers that the travel service provider or restaurant may otherwise be unable or unlikely to reach. [removed: |]

In addition, we have [removed: entered into] commercial relationships with other OTCs, such as Didi [added: Chuxing] (the leading ride hailing service in China) and Grab [added: Holdings Inc. ("Grab")] (the leading ride hailing company in Southeast Asia), whereby the customers of one company will have access to the services of the other.

[removed: | • | Operating] [added: - Operating] multiple brands. We employ a strategy of operating multiple brands, which we believe allows us the opportunity to offer our services in ways that appeal to different consumers, pursue different marketing and business strategies, encourage experimentation and innovation, provide different service offerings and focus on different markets. [removed: At the same time, we are increasing the collaboration, cooperation and interdependency among our brands in our efforts to provide consumers with the best and most comprehensive services. We intend to invest resources to support organic growth by all our brands, whether through increased marketing, geographic expansion, technological innovation or increased access to accommodations, rental cars, restaurants, airline tickets or other services. |]

At December 31, [removed: 2019,] [added: 2020,] Booking.com offered accommodation reservation services for approximately [removed: 2,580,000] [added: 2,373,000] properties in over [removed: 230] [added: 220] countries and territories and in over 40 languages, consisting of approximately [removed: 460,000] [added: 434,000] hotels, motels and resorts and approximately [removed: 2,120,000] [added: 1,939,000] homes, apartments and other unique places to stay.

Booking.com has expanded its offerings [added: beyond accommodations] to better help consumers experience the world.

For example, Booking.com offers in-destination tours and activities in more than [removed: 200] [added: 140] cities around the world, as well as flight, rental car and restaurant reservation services.

Rentalcars.com is operated as part of Booking.com and offers online rental car reservation services and allows consumers to make rental car reservations in over [removed: 60,000] [added: 54,000] locations throughout the world, with customer support in over 40 languages.

Booking.com and Rentalcars.com also offer pre-booked taxi and black car services at over [removed: 850] [added: 1,100] airports throughout the world.

KAYAK. KAYAK, headquartered in Stamford, Connecticut, provides an online price comparison service (often referred to as "meta-search") that allows consumers to easily search and compare travel itineraries and prices, including airline ticket, accommodation reservation and rental car reservation information, from hundreds of [added: online] travel [removed: websites] [added: platforms] at once.

Agoda also offers flight, ground transportation [removed: reservation services] and [removed: activities.][added: activities reservation services.]

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

For example, Google has entered various aspects of the online travel market and has grown rapidly in this area, including by offering a flight meta-search product ("Google Flights"), a hotel meta-search product ("Google Hotel Ads"), a vacation rental meta-search product, its "Book on Google" reservation functionality, Google Travel, a planning tool that aggregates its flight, hotel and packages products in one website and by integrating its hotel meta-search [removed: product] [added: products and restaurant information and reservation products] into its Google Maps app.

[removed: | • |] [added: -] online travel reservation services; [removed: |]

[removed: | • |] [added: -] large online companies, including search, social networking and marketplace companies; [removed: |]

[removed: | • |] [added: -] traditional travel agencies, travel management companies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services; [removed: |]

[removed: | • |] [added: -] travel service providers such as accommodation providers, rental car or car- or ride-sharing companies and airlines, many of which have their own branded online platforms to which they drive business; [removed: |]

[removed: | • |] [added: -] online travel search and price comparison services (generally referred to as "meta-search" services); [removed: |]

[removed: | • |] [added: -] online restaurant reservation services; and [removed: |]

[removed: | • |] [added: -] companies offering technology services and software solutions to travel service providers. [removed: |]

[removed: Although we take steps to mitigate the effects of any loss or reduction in] service at one of our hosting facilities, if a hosting facility were inaccessible or otherwise experienced a disruption in service for any reason, we could experience a disruption to our services, loss of transactions and revenue and consumer complaints.

[removed: The] [added: In recent years, and prior to the COVID-19 pandemic, the] majority of our gross bookings are generated in the first half of the year, as consumers plan and reserve their spring and summer vacations in Europe and North America.

The COVID-19 pandemic has had a profound impact on our business, employees, partners, communities and stockholders.

Although there was a significant decline in our business in 2020 as a result of the COVID-19 pandemic, we remain confident that the travel industry will recover when travelers feel safe to travel once again.

In the beginning of the crisis, our priorities included the health and safety of our employees and stabilizing our business from the immediate shock of the pandemic by working with customers and partners to address unprecedented levels of cancellations.

We also took numerous actions in response to the pandemic, including steps to increase our financial liquidity, reduce costs, restructure our operations to address our near- to medium-term business expectations and ensure we are well-positioned to capture travel demand when it returns so we can emerge from this crisis on a strong footing and work on extending our leadership position.

While the timing of the recovery of the travel industry remains uncertain, we believe that demand for our services will return when government restrictions are lifted and people are confident it is once again safe to travel.

brands.

We invoice the travel service providers for our commissions after travel is completed.

Agency revenues consist almost entirely of travel reservation commissions.

- Merchant revenues are derived from travel-related transactions where we facilitate payments from travelers for the service provided, generally at the time of booking.

Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations.

- Providing the best consumer experience.

We believe that offering consumers an outstanding online experience is essential for our future success.

Our goal is to make travel easy, frictionless and personal and to offer consumers the most value, the most trusted brands, the most personalized experience and the most extensive, varied and comprehensive travel service selection in every geography.

Further, we endeavor to provide excellent customer service in a variety of ways, including through our call centers and online platforms and the use of chatbots and other technologies, so that consumers can be confident that booking reservations through us will be a positive experience.

Although we spent much of 2020 navigating the challenges of the COVID-19 pandemic, we continue to innovate and invest in our services in order to emerge from the pandemic in a strong position to meet the needs of consumers and our travel service provider and restaurant partners.

- Partnering with travel service providers, restaurants and OTCs. 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.

At the same time, we are continuing to increase the collaboration, cooperation and interdependency among our brands in our efforts to provide consumers with the best and most comprehensive services.

As we deem appropriate given the shape and speed of recovery from the COVID-19 pandemic, we intend to invest resources to support organic growth by all our brands, whether through increased marketing, geographic expansion, technological innovation or increased access to accommodations, rental cars, restaurants, airline tickets or other 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.

We have made significant investments in people, technology, marketing and expanded, new or additional services, such as improving the selection of our extensive collection of accommodations including homes, apartments and other unique places to stay, expanded flight and ground transportation offerings and other offerings.

While we reduced the size of our workforce in response to the COVID-19 pandemic, we are preparing the business to capture more travel demand as it develops during the recovery and over the long term.

We continue to seek to maximize the benefits of our scale by sharing resources and technological innovations among our brands, co-developing new services and coordinating activities in key markets among our brands.

We also regularly evaluate, and may pursue and consummate, potential strategic acquisitions, partnerships, joint ventures or investments, whether to expand our businesses into complementary areas, expand our current businesses, acquire innovative technology or for other reasons.

Historically, our marketing expenses increased significantly, however, we experienced more moderate growth rates in recent years, and since the COVID-19 pandemic, our marketing expenses have declined significantly.

We have invested considerable resources in the establishment and maintenance of our brands, and we intend to continue to invest resources in marketing and other brand building efforts to preserve and enhance consumer awareness of our brands when and to the extent we deem appropriate, in particular as the COVID-19 pandemic subsides and consumers begin to travel again.

In addition, Amazon has experimented with online travel in the past and continues to experiment in this area, such as by partnering with travel companies to offer its customers travel products, including a partnership with Booking.com to provide travel deals to Amazon Prime users in certain countries.

Government Regulation

As a global online travel company, our ability to provide our services and any future services is affected by legal regulations (including laws, ordinances, rules, licensing requirements and other requirements and regulations) of national and local governments and regulatory authorities around the world, many of which are evolving and subject to the possibility of new or revised interpretations.

Examples of these laws and regulations, which vary and sometimes conflict, include the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and local laws which also prohibit corrupt payments to governmental officials or third parties, data privacy requirements, labor relations laws, non-discrimination, human rights or anti-human trafficking laws and regulations, such as the U.K. Modern Slavery Act 2015, tax laws, anti-trust or competition laws, U.S., E.U. or U.N. sanctioned country or sanctioned persons mandates and consumer protection laws.

Violations of these laws and regulations could result in fines, penalties and/or criminal sanctions against us, our officers or our employees and/or prohibitions on the conduct of our business.

Any such violations could also result in prohibitions on our ability to offer our

services in one or more countries, delay or prevent potential acquisitions, and materially damage our reputation, our brands, our global expansion efforts, our ability to attract and retain employees and business partners, our business and our operating results.

Even if we comply with these laws and regulations, doing business in certain jurisdictions or violations of these laws and regulations by the accommodations, restaurants, travel service providers or other parties with whom we conduct business runs the risk of harming our reputation and our brands, which could adversely affect our results of operations or stock price.

Government regulations that impact our business and/or our industry include:

- *Data Protection and Privacy*: Regulatory and legislative activity in the areas of privacy, data protection, and information and cyber security governing parts of our business continues to increase worldwide.

We have established, and continue to maintain, policies and a global governance framework to comply with laws that apply to our business, meet evolving stakeholder expectations, and support business innovation and growth.

In the European Union, for example, the General Data Protection Regulation (the “GDPR”) imposes significant compliance obligations and costs for us.

In the United States, the California Consumer Privacy Act (the “CCPA”) and the recently enacted California Privacy Rights Act (“CPRA”), set to become operative in January 2023, impose new privacy requirements and rights for consumers in California that will result in additional compliance complexity, risks, and costs.

Booking Holdings Inc. was formed as a Delaware limited liability company in 1997 and was converted into a Delaware corporation in July 1998.

| | |

| --- | --- |

| • | 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. We have made significant investments in people, technology, marketing and expanded, new or additional services, such as increasing our extensive collection of accommodations including homes, apartments and other unique places to stay, expanded flight and ground transportation offerings and other offerings. We seek to maximize the benefits of our scale by sharing resources and technological innovations among our brands, co-developing new services and coordinating activities in key markets among our brands. We also regularly evaluate, and may pursue and consummate, potential strategic acquisitions, partnerships, joint ventures or investments, whether to expand our businesses into complementary areas, expand our current businesses, acquire innovative technology or for other reasons. |

Both our performance and brand marketing expenses have increased significantly in recent years, and we intend to continue a strategy of promoting brand awareness through both performance and brand marketing efforts, including by expanding brand campaigns into additional markets, which may significantly increase our brand marketing expenses.

Google has also integrated restaurant information and reservations into the Google Maps app.

In addition, Amazon has previously experimented with online travel, and has recently partnered with Booking.com to provide travel deals to Prime users in certain countries and with an OTC in India to offer domestic flights through Amazon Pay.

Seasonality

However, we generally recognize revenue from these bookings

For our Asia-Pacific business, we experience the highest level of accommodation check-ins in the fourth quarter.

As the relative growth rates for our businesses fluctuate, the quarterly distribution of our operating results may vary.

Employees

Our future success will depend, in part, on our ability to continue to attract, integrate, retain and motivate highly qualified technical and managerial employees, for whom competition is intense.

A description of any material legal proceedings to which we are a party is included in [removed: Note 16] [added: [Note 16](#i39652d4b334f476baed8a809ea102b26_205)] to our Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2019,] [added: 2020,] and is incorporated into this Item 3 by reference thereto.

[removed: FORM 10-K][added: FORM 10-K]

For the fiscal year [removed: ended: December] [added: ended: December] 31, [removed: 2019][added: 2020]

Commission File [removed: No.: 1-36691][added: No.: 1-36691]

| Delaware | [added: | |] 06-1528493 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | [added: | |] (I.R.S. Employer Identification Number) | [added: | |]

[removed: Norwalk, Connecticut 06854][added: Norwalk, Connecticut 06854]

Registrant's telephone number, including area code: [removed: (203) 299-8000][added: (203) 299-8000]

| Title of Each Class: | | [added: | | | |] Trading Symbol | | [added: | | | |] Name of Each Exchange on which Registered: | [added: | |]

| Common Stock par value $0.008 per share | | [added: | | | |] BKNG | | [added: | | | |] The NASDAQ Global Select Market | [added: | |]

| 0.800% Senior Notes Due 2022 | | [added: | | | |] BKNG 22A | | [added: | | | |] The NASDAQ Stock Market LLC | [added: | |]

| 2.150% Senior Notes Due 2022 | | [added: | | | |] BKNG 22 | | [added: | | | |] The NASDAQ Stock Market LLC | [added: | |]

| 2.375% Senior Notes Due 2024 | | [added: | | | |] BKNG 24 | | [added: | | | |] The NASDAQ Stock Market LLC | [added: | |]

| 1.800% Senior Notes Due 2027 | | [added: | | | |] BKNG 27 | | [added: | | | |] The NASDAQ Stock Market LLC | [added: | |]

| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |]

| Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | | | [added: | | | | | |]

The aggregate market value of common stock held by non-affiliates of Booking Holdings Inc. at June 30, [removed: 2019] [added: 2020] was approximately [removed: $80.0] [added: $65.0] 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 Booking Holdings Inc. on June 30, [removed: 2019] [added: 2020] have been excluded because such persons may be deemed to be affiliates of Booking Holdings Inc. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of Booking Holdings Inc.’s common stock was [removed: 41,061,814] [added: 40,961,796] at February [removed: 19, 2020.][added: 17, 2021.]

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 Booking Holdings Inc.'s definitive proxy statement relating to its annual meeting of stockholders to be held on June [removed: 4, 2020,] [added: 3, 2021,] to be filed with the Securities and Exchange Commission within 120 days after the end of Booking Holdings Inc.'s fiscal year ended December 31, [removed: 2019.][added: 2020.]

Booking Holdings Inc. Annual Report on Form 10-K for the Year Ended December 31, [removed: 2019] [added: 2020] Index

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| [PART [removed: III](#s1D7EEC195C065EF8A0340BA7CC38B07A)] [added: III](#i39652d4b334f476baed8a809ea102b26_67)] | | [removed: [57](#s1D7EEC195C065EF8A0340BA7CC38B07A)] | [added: | | | [70](#i39652d4b334f476baed8a809ea102b26_67) | | |]

| [Item [removed: 10.](#s2C2D0452715C54AD9096C5231FA32D2D)] [added: 10.](#i39652d4b334f476baed8a809ea102b26_70)] | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s2C2D0452715C54AD9096C5231FA32D2D)] [added: Governance](#i39652d4b334f476baed8a809ea102b26_70)] | [removed: [57](#s2C2D0452715C54AD9096C5231FA32D2D)] | [added: | [70](#i39652d4b334f476baed8a809ea102b26_70) | | |]

| [Item [removed: 11.](#sA03FA3045C3D533A9068A088C2729B45)] [added: 11.](#i39652d4b334f476baed8a809ea102b26_73)] | [added: | |] [Executive [removed: Compensation](#sA03FA3045C3D533A9068A088C2729B45)] [added: Compensation](#i39652d4b334f476baed8a809ea102b26_73)] | [removed: [57](#sA03FA3045C3D533A9068A088C2729B45)] | [added: | [70](#i39652d4b334f476baed8a809ea102b26_73) | | |]

| [Item [removed: 12.](#sF59CA50B4A975AD592C393A229448FE3)] [added: 12.](#i39652d4b334f476baed8a809ea102b26_76)] | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sF59CA50B4A975AD592C393A229448FE3)] [added: Matters](#i39652d4b334f476baed8a809ea102b26_76)] | [removed: [57](#sF59CA50B4A975AD592C393A229448FE3)] | [added: | [70](#i39652d4b334f476baed8a809ea102b26_76) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [PART I](#i39652d4b334f476baed8a809ea102b26_13) | | | | | | [1](#i39652d4b334f476baed8a809ea102b26_13) | | |

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| [PART II](#i39652d4b334f476baed8a809ea102b26_34) | | | | | | [38](#i39652d4b334f476baed8a809ea102b26_34) | | |

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| [PART IV](#i39652d4b334f476baed8a809ea102b26_85) | | | | | | [70](#i39652d4b334f476baed8a809ea102b26_85) | | |

| [Signatures](#i39652d4b334f476baed8a809ea102b26_94) | | | | | | [75](#i39652d4b334f476baed8a809ea102b26_94) | | |

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| [PART I](#s1C9C33450DEA5C37A3531C49AA54848F) | | [1](#s1C9C33450DEA5C37A3531C49AA54848F) |

| [PART II](#s5D1BEDBCD906582FA71B1F026BC14C0E) | | [31](#s5D1BEDBCD906582FA71B1F026BC14C0E) |

| [PART IV](#s8C5464ACB3CF540DBBC83F107C36D97E) | | [57](#s8C5464ACB3CF540DBBC83F107C36D97E) |

| [Signatures](#s8A9BBE9CAA3C5BF78AD577EDE11A312E) | | [61](#s8A9BBE9CAA3C5BF78AD577EDE11A312E) |

Other than the office building for the future headquarters of Booking.com that is currently under construction in the Netherlands (see the section "Building Construction" within Note 16 to our Consolidated Financial Statements for more details, which is incorporated into this Item 2 by reference thereto), we did not own any real estate at December 31, [removed: 2019.][added: 2020.]

Due to the impact of the COVID-19 pandemic on our business volumes, we took actions to reduce the size of our workforce to optimize efficiency and reduce costs.

As a result of such actions, we have made and expect to make further changes to our facilities requirements.

At February [removed: 19, 2020,] [added: 17, 2021,] there were approximately [removed: 166 stockholders] [added: 157 shareholders] of record of Booking Holdings Inc.'s common stock.

The following graph shows the total stockholder return through December 31, [removed: 2019] [added: 2020] of an investment of $100 in cash on December 31, [removed: 2014] [added: 2015] for our common stock and an investment of $100 in cash on December 31, [removed: 2014] [added: 2015] for (i) the NASDAQ Composite Index, (ii) the Standard and Poor's 500 Index and (iii) the Research Data Group ("RDG") Internet Composite Index.

Historic stock performance is not necessarily indicative of future stock price [removed: performance.]

[removed: ][added: ]

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

The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, [removed: 2019:][added: 2020:]

| Period | | [added: | | | |] Total [removed: Number of] [added: Number of] Shares [removed: (or Units)] [added: (or Units)] Purchased | | | [removed: Average Price] [added: | | | Average Price] Paid [removed: per Share] [added: per Share] (or Unit) | | | | [added: | |] Total Number [removed: of Shares] [added: of Shares] (or [removed: Units) Purchased] [added: Units) Purchased] as Part [removed: of Publicly Announced Plans] [added: of Publicly Announced Plans] or Programs | | | [removed: Maximum Number (or Approximate] [added: | | | Maximum Number (or Approximate] Dollar [removed: Value) of] [added: Value) of] Shares (or [removed: Units) that May Yet] [added: Units) that May Yet] Be [removed: Purchased Under the Plans] [added: Purchased Under the Plans] or Programs | | | | | [added: | | | |]

[removed: |] (1) [removed: |] Pursuant to a stock repurchase program announced on May 9, 2019, whereby we are authorized to repurchase up to $15.0 billion of our common stock. [removed: |]

[removed: | (2) | Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation.] The table above does not include adjustments in the three months ended December 31, [removed: 2019] [added: 2020] to previously withheld share amounts (reduction of [removed: 13] [added: 26] shares) that reflect changes to the estimates of employee tax withholding obligations. [removed: |]

Our revolving credit facility includes a covenant that restricts us from declaring or making any cash distribution or repurchasing any of our shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless (i) prior to the delivery of financial statements for the three months ending June 30, 2022, we have at least $6.0 billion of liquidity on a pro forma basis and (ii) after the delivery of financial statements for the three months ending June 30, 2022, we are in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect.

Such restriction ends upon delivery of financial statements required for the three months ending June 30, 2023, or we have the ability to terminate this restriction earlier if we demonstrate compliance with the original maximum leverage ratio covenant in the revolving credit facility.

See Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.

performance.

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| 2015 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | |

| 2016 | | | | | | 114.99 | | | | | | 108.87 | | | | | | 111.96 | | | | | | 104.75 | | |

| 2017 | | | | | | 136.30 | | | | | | 141.13 | | | | | | 136.40 | | | | | | 157.67 | | |

| 2018 | | | | | | 135.10 | | | | | | 137.12 | | | | | | 130.42 | | | | | | 156.03 | | |

| 2019 | | | | | | 161.08 | | | | | | 187.44 | | | | | | 171.49 | | | | | | 207.10 | | |

| 2020 | | | | | | 174.69 | | | | | | 271.64 | | | | | | 203.04 | | | | | | 318.18 | | |

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| October 1, 2020 — | | | | | | — | | | (1) | | | N/A | | | | | | — | | | | | | $ | 10,420,229,500 | | | | | (1) | | |

| October 31, 2020 | | | | | | 249 | | | (2) | | | $ | 1,698.37 | | | | | N/A | | | | | | N/A | | | | | | | | |

| | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |

| November 1, 2020 — | | | | | | — | | | (1) | | | N/A | | | | | | — | | | | | | $ | 10,420,229,500 | | | | | (1) | | |

| November 30, 2020 | | | | | | 1,940 | | | (2) | | | $ | 1,988.07 | | | | | N/A | | | | | | N/A | | | | | | | | |

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| December 1, 2020 — | | | | | | — | | | (1) | | | N/A | | | | | | — | | | | | | $ | 10,420,229,500 | | | | | (1) | | |

| December 31, 2020 | | | | | | 291 | | | (2) | | | $ | 1,930.59 | | | | | N/A | | | | | | N/A | | | | | | | | |

| Total | | | | | | 2,480 | | | | | | $ | 1,952.24 | | | | | — | | | | | | $ | 10,420,229,500 | | | | | | | |

(2) Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation.

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| 2014 | | 100.00 | | | 100.00 | | | 100.00 | | | 100.00 | |

| 2015 | | 111.82 | | | 106.96 | | | 101.38 | | | 128.89 | |

| 2016 | | 128.58 | | | 116.45 | | | 113.51 | | | 135.45 | |

| 2017 | | 152.41 | | | 150.96 | | | 138.29 | | | 203.48 | |

| 2018 | | 151.06 | | | 146.67 | | | 132.23 | | | 197.34 | |

| 2019 | | 180.12 | | | 200.49 | | | 173.86 | | | 262.03 | |

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| October 1, 2019 — | | 229,668 | | (1) | $ | 2,002.76 | | | 229,668 | | | $ | 12,418,461,506 | | | (1) |

| October 31, 2019 | | 210 | | (2) | $ | 1,944.25 | | | N/A | | | N/A | | | | |

| | | — | | | | | | | | | | | | | | |

| November 1, 2019 — | | 230,653 | | (1) | $ | 1,898.41 | | | 230,653 | | | $ | 11,980,588,388 | | | (1) |

| November 30, 2019 | | 2,160 | | (2) | $ | 1,897.45 | | | N/A | | | N/A | | | | |

| December 1, 2019 — | | 222,023 | | (1) | $ | 1,972.69 | | | 222,023 | | | $ | 11,542,606,620 | | | (1) |

| December 31, 2019 | | 241 | | (2) | $ | 2,022.91 | | | N/A | | | N/A | | | | |

| Total | | 684,955 | | | $ | 1,957.53 | | | 682,344 | | | $ | 11,542,606,620 | | | |

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On November 19, 2020, the SEC issued final rules to amend Regulation S-K.

These changes are effective for annual filings for the first fiscal year ending on or after August 9, 2021 and early adoption is permitted.

We elected to adopt the amendments to Item 301 of Regulation S-K in their entirety, which removed the requirement to furnish selected financial data for each of the last five fiscal years.

SELECTED FINANCIAL DATA

The selected consolidated financial data presented below is derived from the Consolidated Financial Statements and related Notes of the Company, and should be read in connection with those statements, some of which are included herein.

Selected financial data reflects results of any acquired business from the date of acquisition, including data related to the Momondo Group from its acquisition date of July 24, 2017, FareHarbor from its acquisition date of April 26, 2018 and HotelsCombined from its acquisition date of November 30, 2018.

The information set forth below is not necessarily indicative of future results and should be read in conjunction with Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

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| | Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| | 2019(1) | | | | 2018(1) | | | | 2017 | | | | 2016 | | | | 2015 | | |

| | (In millions, except per share amounts) | | | | | | | | | | | | | | | | | | |

| Total revenues | $ | 15,066 | | | $ | 14,527 | | | $ | 12,681 | | | $ | 10,743 | | | $ | 9,224 | |

| Cost of revenues | N/A | | | | N/A | | | | 242 | | | | 415 | | | | 646 | | |

| Gross profit | N/A | | | | N/A | | | | 12,439 | | | | 10,328 | | | | 8,578 | | |

| Total operating expenses (2) | 9,721 | | | | 9,186 | | | | 7,901 | | | | 7,422 | | | | 5,319 | | |

| Operating income (2) | 5,345 | | | | 5,341 | | | | 4,538 | | | | 2,906 | | | | 3,259 | | |

| Total other income (expense) (3) | 613 | | | | (506 | | ) | | (139 | | ) | | (193 | | ) | | (131 | | ) |

| Income tax expense (4) | 1,093 | | | | 837 | | | | 2,058 | | | | 578 | | | | 577 | | |

| Net income (2) (3) (4) | 4,865 | | | | 3,998 | | | | 2,341 | | | | 2,135 | | | | 2,551 | | |

| Net income applicable to common stockholders per basic common share (2) (3) (4) | 112.93 | | | | 84.26 | | | | 47.78 | | | | 43.14 | | | | 50.09 | | |

| Net income applicable to common stockholders per diluted common share (2) (3) (4) | 111.82 | | | | 83.26 | | | | 46.86 | | | | 42.65 | | | | 49.45 | | |

| Total assets (5) | 21,402 | | | | 22,687 | | | | 25,451 | | | | 19,839 | | | | 17,421 | | |

| Long-term obligations (5) (6) | 11,091 | | | | 10,347 | | | | 11,403 | | | | 8,128 | | | | 7,186 | | |

| Total liabilities (5) | 15,469 | | | | 13,902 | | | | 14,187 | | | | 9,990 | | | | 8,626 | | |

| Total stockholders' equity | 5,933 | | | | 8,785 | | | | 11,261 | | | | 9,820 | | | | 8,795 | | |

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| (1) | The financial statements for the years ended December 31, 2019 and 2018 are presented in accordance with the current revenue recognition accounting standard adopted on January 1, 2018. Financial statements for all periods prior to January 1, 2018 are presented under the previous revenue recognition accounting standard. Under the current revenue recognition standard, we no longer present "Cost of revenues" or "Gross profit" in our Consolidated Statements of Operations. Therefore total revenues reported in 2019 and 2018 are comparable to gross profit reported in previous years. See Note 2 to our Consolidated Financial Statements for further information. |

| (2) | Includes a non-cash charge related to an impairment of OpenTable goodwill of $941 million, which is not tax deductible, for the year ended December 31, 2016. The goodwill impairment charge reduced the 2016 basic and diluted net income per share by $19.01 and $18.79, respectively. |

| (3) | Includes net unrealized gains on marketable equity securities of $745 million for the year ended December 31, 2019 and net unrealized losses on marketable equity securities of $367 million for the year ended December 31, 2018. The unrealized gains (losses) on marketable equity securities, net of tax, increased the 2019 basic and diluted net income per share by $13.52 and $13.39, respectively, and reduced the 2018 basic and diluted net income per share by $6.50 and $6.42, respectively. Pursuant to the adoption of the accounting update on financial instruments in 2018, for periods beginning after December 31, 2017, changes in fair value of marketable equity securities are recognized in net income rather than "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. See Note 2 to our Consolidated Financial Statements for further information. |

| (4) | Includes income tax benefits of $17 million and $46 million for the years ended December 31, 2019 and 2018, respectively, to adjust the 2017 provisional tax expense related to a one-time transitional tax on mandatory deemed repatriation of accumulated unremitted international earnings as a result of the U.S. Tax Cuts and Jobs Act (“Tax Act”) enacted in December 2017 (see Note 15 to the Consolidated Financial Statements). The income tax provision for the |

year ended December 31, 2017 includes a provisional tax expense of $1.6 billion related to the transition tax mentioned above and a provisional net tax benefit of $217 million related to the remeasurement of the Company’s U.S. deferred tax assets and liabilities as a result of the Tax Act, which reduced the 2017 basic and diluted net income per share by $27.47 and $26.94, respectively.

| (5) | Includes, as applicable, operating lease assets of $620 million, current operating lease liabilities of $161 million and non-current operating lease liabilities of $462 million that are reported in the Consolidated Balance Sheet at December 31, 2019. Operating lease assets and liabilities are recognized in the balance sheet as a result of the adoption of the current lease standard on January 1, 2019. See Notes 2 and 10 to our Consolidated Financial Statements for further information. |

| (6) | Includes convertible debt which is classified as a current liability, when applicable. |

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 at December 31, [removed: 2019] [added: 2020] and [removed: 2018;] [added: 2019;] 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: 2019, 2018] [added: 2020, 2019] and [removed: 2017;] [added: 2018;] 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: 2019.][added: 2020.]

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the [added: framework in the *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.]

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

*Changes in Internal Controls.* 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: 2019] [added: 2020] 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 Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [added: consolidated] financial statements as of and for the year ended December 31, [removed: 2019,] [added: 2020,] of the Company and our report dated February [removed: 26, 2020,] [added: 24, 2021,] expressed an unqualified opinion on those financial [removed: statements and included an explanatory paragraph related to the Company’s change in method of accounting for the recognition and measurement of financial instruments in 2018 due to the adoption of an accounting standards update.][added: statements.]

February 24, 2021

framework in the *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

February 26, 2020

Information required by Part III, Item 10 will be included in our Proxy Statement relating to our [removed: 2020] [added: 2021] 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: 2019,] [added: 2020,] and is incorporated herein by reference.

Information required by Part III, Item 11 will be included in our Proxy Statement relating to our [removed: 2020] [added: 2021] 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: 2019,] [added: 2020,] and is incorporated herein by reference.

Information required by Part III, Item 12 will be included in our Proxy Statement relating to our [removed: 2020] [added: 2021] 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: 2019,] [added: 2020,] and is incorporated herein by reference.

Information required by Part III, Item 13 will be included in our Proxy Statement relating to our [removed: 2020] [added: 2021] 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: 2019,] [added: 2020,] and is incorporated herein by reference.

Information required by Part III, Item 14 will be included in our Proxy Statement relating to our [removed: 2020] [added: 2021] 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: 2019,] [added: 2020,] 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 at December 31, [removed: 2019] [added: 2020] and [removed: 2018;] [added: 2019;] 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: 2019, 2018] [added: 2020, 2019] and [removed: 2017;] [added: 2018;] Notes to the Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

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

[removed: | • |] [added: -] 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. [removed: |]

| Exhibit Number | [added: | |] Description | [added: | |]

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

| [3.2](http://www.sec.gov/Archives/edgar/data/1075531/000107553119000054/by-laws2019.htm)(b) | [added: | |] Amended and Restated By-Laws of the Registrant. | [added: | |]

| 4.1 | [added: | |] Reference is hereby made to Exhibits 3.1 and 3.2. | [added: | |]

| [4.2](http://www.sec.gov/Archives/edgar/data/1075531/0001047469-99-010235.txt)(c) | [added: | |] Specimen Certificate for Registrant's Common Stock. | [added: | |]

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1075531/000110465913046855/a13-14161_1ex99d2.htm)(d)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1075531/000110465914062261/a14-19426_1ex99d2.htm)(d)] | [added: | |] Indenture, dated as of [removed: June 4, 2013,] [added: August 20, 2014,] between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee. | [added: | |]

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1075531/000110465914062261/a14-19426_1ex99d2.htm)(e)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_1.htm)(e)] | [added: | |] Indenture, dated as of [removed: August 20,] [added: September 23,] 2014, between the Registrant and [removed: American Stock Transfer &] [added: Deutsche Bank] Trust [removed: Company, LLC] [added: Company Americas,] as Trustee. | [added: | |]

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_1.htm)(f)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1075531/000104746917005098/a2232922zex-4_1.htm)(f)] | [added: | |] Indenture, dated as of [removed: September 23, 2014,] [added: August 8, 2017,] between the [removed: Registrant] [added: Company] and [removed: Deutsche] [added: U.S.] Bank [removed: Trust Company Americas,] [added: National Association,] as [removed: Trustee.] [added: trustee.] | [added: | |]

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1075531/000104746917005098/a2232922zex-4_1.htm)(g)] [added: [4.34](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)(ee)] | [added: | |] Indenture, dated as of [removed: August 8, 2017,] [added: April 14, 2020,] between [removed: the Company] [added: Booking Holdings Inc.] and U.S. Bank National Association, as trustee. | [added: | |]

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1075531/000110465914067490/a14-21234_1ex4d1.htm)(h)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/1075531/000110465914067490/a14-21234_1ex4d1.htm)(g)] | [added: | |] Form of 2.375% Senior Note due 2024. | [added: | |]

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/1075531/000110465914068530/a14-21505_1ex4d1.htm)(i)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/1075531/000110465914068530/a14-21505_1ex4d1.htm)(h)] | [added: | |] Officers' Certificate, dated September 23, 2014, for the 2.375% Senior Notes due 2024. | [added: | |]

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1075531/000110465915015804/a15-5077_5ex4d1.htm)(j)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/1075531/000110465915015804/a15-5077_5ex4d1.htm)(i)] | [added: | |] Form of 1.800% Senior Note due 2027. | [added: | |]

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/1075531/000110465915016716/a15-5856_1ex4d1.htm)(k)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/1075531/000110465915016716/a15-5856_1ex4d1.htm)(j)] | [added: | |] Officers' Certificate, dated March 3, 2015, for the 1.800% Senior Notes due 2027. | [added: | |]

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019192/a15-6140_5ex4d1.htm)(l)] [added: [4.10](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019192/a15-6140_5ex4d1.htm)(k)] | [added: | |] Form of 3.650% Senior Note due 2025. | [added: | |]

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019590/a15-6763_1ex4d1.htm)(m)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019590/a15-6763_1ex4d1.htm)(l)] | [added: | |] Officers' Certificate, dated March 13, 2015, for the 3.650% Senior Notes due 2025. | [added: | |]

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_2.htm)(f)] [added: [4.12](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_2.htm)(e)] | [added: | |] Form of 2.15% Senior Note due 2022. | [added: | |]

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_3.htm)(f)] [added: [4.13](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_3.htm)(e)] | [added: | |] Officers' Certificate, dated November 25, 2015, for the 2.15% Senior Notes due 2022. | [added: | |]

| [removed: [4.15](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d1.htm)(n)] [added: [4.14](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d1.htm)(m)] | [added: | |] Form of 3.600% Senior Note due 2026. | [added: | |]

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d2.htm)(n)] [added: [4.15](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d2.htm)(m)] | [added: | |] Officers' Certificate, dated May 23, 2016, for the 3.600% Senior Notes due 2026. | [added: | |]

| [removed: [4.17](http://www.sec.gov/Archives/edgar/data/1075531/000110465917015831/a17-8134_1ex4d1.htm)(o)] [added: [4.16](http://www.sec.gov/Archives/edgar/data/1075531/000110465917015831/a17-8134_1ex4d1.htm)(n)] | [added: | |] Form of 0.800% Senior Note due 2022. | [added: | |]

| [removed: [4.18](http://www.sec.gov/Archives/edgar/data/1075531/000110465917015831/a17-8134_1ex4d2.htm)(o)] [added: [4.17](http://www.sec.gov/Archives/edgar/data/1075531/000110465917015831/a17-8134_1ex4d2.htm)(n)] | [added: | |] Officers' Certificate, dated March 10, 2017, for the 0.800% Senior Notes due 2022. | [added: | |]

| [removed: [4.19](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d1.htm)(p)] [added: [4.18](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d1.htm)(o)] | [added: | |] Form of 2.750% Senior Note due 2023. | [added: | |]

| [removed: [4.20](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d3.htm)(p)] [added: [4.19](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d3.htm)(o)] | [added: | |] Officers' Certificate, dated August 15, 2017, with respect to the 2.750% Senior Notes due 2023. | [added: | |]

| [removed: [4.21](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)(p)] [added: [4.20](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)(o)] | [added: | |] Form of 3.550% Senior Note due 2028. | [added: | |]

| [removed: [4.22](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d4.htm)(p)] [added: [4.21](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d4.htm)(o)] | [added: | |] Officers' Certificate, dated August 15, 2017, with respect to the 3.550% Senior Notes due 2028. | [added: | |]

| [removed: [4.23](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)] [added: [4.22](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)(gg)] | [added: | |] Description of the Company's Common Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | [added: | |]

| [removed: [4.24](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex424.htm)] [added: [4.23](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex424.htm)(gg)] | [added: | |] Description of the Company's 0.800% Senior Notes due 2022 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | [added: | |]

| [removed: [4.25](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex425.htm)] [added: [4.24](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex425.htm)(gg)] | [added: | |] Description of the Company's 2.150% Senior Notes due 2022 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | [added: | |]

| [removed: [4.26](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)] [added: [4.25](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)(gg)] | [added: | |] Description of the Company's 2.375% Senior Notes due 2024 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | [added: | |]

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)] [added: [4.26](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)(gg)] | [added: | |] Description of the Company's 1.800% Senior Notes due 2027 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | [added: | |]

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000031/amendedandrestated1999plan.htm)(q)+] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000031/amendedandrestated1999plan.htm)(p)+] | [added: | |] Booking Holdings Inc. 1999 Omnibus Plan (As Amended and Restated Effective June 7, 2018). | [added: | |]

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1075531/000110465905053519/a05-17886_2ex10d5.htm)(r)+] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000027/exhibit101.htm)(hh)+] | [added: | |] Form of Restricted Stock Unit [removed: Award] Agreement for [removed: Employees in the Netherlands] [added: awards] under the 1999 Omnibus Plan. | [added: | |]

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1075531/000110465911013305/a11-7614_1ex10d3.htm)(s)+] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1075531/000110465911013305/a11-7614_1ex10d3.htm)(q)+] | [added: | |] Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan to non-employee directors. | [added: | |]

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000017/ex992formrsu.htm)(t)+] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000017/ex9912018formpsu.htm)(r)+] | [added: | | 2018] Form of [removed: Restricted Stock] [added: Performance Share] Unit Agreement [removed: for awards] under the 1999 Omnibus Plan. | [added: | |]

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1075531/000107553117000011/priceline1999omnibuspsumar.htm)(u)+] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1075531/000107553119000011/a2019formpsuexhibit991.htm)(t)+] | [removed: 2017] [added: | | 2019] Form of Performance Share Unit Agreement under the 1999 Omnibus Plan. | [added: | |]

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

| [4.27](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-1.htm)(ee) | | | Form of 4.100% Senior Note due 2025. | | |

| [4.28](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-5.htm)(ee) | | | Officer’s Certificate, dated April 13, 2020, with respect to the 4.100% Senior Notes due 2025. | | |

| [4.29](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-2.htm)(ee) | | | Form of 4.500% Senior Note due 2027. | | |

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

| Exhibit Number | | | Description | | |

| [4.30](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-6.htm)(ee) | | | Officer’s Certificate, dated April 13, 2020, with respect to the 4.500% Senior Notes due 2027. | | |

| [4.31](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)(ee) | | | Form of 4.625% Senior Note due 2030. | | |

| [4.32](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)(ee) | | | Officer’s Certificate, dated April 13, 2020, with respect to the 4.625% Senior Notes due 2030. | | |

| [4.33](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)(ee) | | | Form of 0.750% Convertible Senior Note due 2025. | | |

| [10.23](https://www.sec.gov/Archives/edgar/data/1075531/000110465920044490/tm2015100d3_ex10-1.htm)(dd) | | | Amendment, dated as of April 7, 2020, to the Credit Agreement, dated as of August 14, 2019, by and among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. | | |

| [10.24](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000063/ex10110-30x2020.htm)(ff) | | | Amendment, dated as of October 28, 2020, to the Credit Agreement, dated as of August 14, 2019, by and among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. | | |

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| (gg) | | | Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 26, 2020 (File No. 1-36691). | | |

| (ii) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on July 17, 2020 (File No. 1-36691) | | |

| | |

| --- | --- |

| [10.7](http://www.sec.gov/Archives/edgar/data/1075531/000107553119000011/a2019formpsuexhibit991.htm)(v)+ | 2019 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan. |

| [10.18](http://www.sec.gov/Archives/edgar/data/1075531/000107553116000103/ex992tansemploymentcontract.htm)(aa)+ | Amended and Restated Employment contract, dated May 19, 2016 by and between Booking.com Holding B.V. and Gillian Tans. |

| [10.28](http://www.sec.gov/Archives/edgar/data/1075531/000107553119000030/finaltransitionagreementfo.htm)(dd)+ | Transition Agreement, dated June 26, 2019, between Booking.com Holding B.V. and Gillian Tans. |

| | [added: | |] BOOKING HOLDINGS INC. | | | [added: | | | | | |]

| | [added: | |] By: | [added: | |] /s/ Glenn D. Fogel | | [added: | | | |]

| | | [added: | | | |] Name: | [added: | |] Glenn D. Fogel | [added: | |]

| | | [added: | | | |] Title: | [added: | |] Chief Executive Officer and President | [added: | |]

| | | [added: | | | |] Date: | [added: | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Signature | | [added: | | | |] Title | | [added: | | | |] Date | [added: | |]

| /s/ Jeffery H. Boyd | | [removed: Director, Chairman of the Board] | | [added: | | Director | | | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Jeffery H. Boyd | | | | | [added: | | | | | | | | | |]

| /s/ Glenn D. Fogel | | [added: | | | |] Director, Chief Executive Officer and President | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Glenn D. Fogel | | | | | [added: | | | | | | | | | |]

| /s/ David I. Goulden | | [added: | | | |] Executive Vice President and Chief Financial | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| David I. Goulden | | [added: | | | |] Officer (Principal Financial Officer) | | | [added: | | | | | |]

| /s/ Susana D'Emic | | [added: | | | |] Chief Accounting Officer and Controller | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Susana D'Emic | | [added: | | | |] (Principal Accounting Officer) | | | [added: | | | | | |]

| /s/ Timothy M. Armstrong | | [added: | | | |] Director | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Timothy M. Armstrong | | | | | [added: | | | | | | | | | |]

| /s/ Mirian Graddick-Weir | | [added: | | | |] Director | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Mirian Graddick-Weir | | | | | [added: | | | | | | | | | |]

| /s/ Wei Hopeman | | [added: | | | |] Director | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Wei Hopeman | | | | | [added: | | | | | | | | | |]

| /s/ Robert J. Mylod Jr. | | [removed: Director] | | [added: | | Director, Chairman of the Board | | | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Robert J. Mylod Jr. | | | | | [added: | | | | | | | | | |]

| /s/ Charles H. Noski | | [added: | | | |] Director | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Charles H. Noski | | | | | [added: | | | | | | | | | |]

| /s/ Nicholas J. Read | | [added: | | | |] Director | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Nicholas J. Read | | | | | [added: | | | | | | | | | |]

| /s/ Thomas E. Rothman | | [added: | | | |] Director | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Thomas E. Rothman | | | | | [added: | | | | | | | | | |]

| /s/ Lynn M. Vojvodich | | [added: | | | |] Director | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Lynn M. Vojvodich | | | | | [added: | | | | | | | | | |]

| /s/ Vanessa A. Wittman | | [added: | | | |] Director | | [added: | | | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |]

| Vanessa A. Wittman | | | | | [added: | | | | | | | | | |]

| | [added: | |] Page No. | [added: | |]

| Report of Independent Registered Public Accounting Firm | [removed: [64](#sFCA04774E87752D890DD782A70B138ED)] | [added: | [78](#i39652d4b334f476baed8a809ea102b26_100) | | |]

| Consolidated Balance Sheets at December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] | [removed: [67](#s48740C9F3C6559F48D453FA37E8DF9A7)] | [added: | [81](#i39652d4b334f476baed8a809ea102b26_103) | | |]

| Consolidated Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [68](#s2F3ECE2C443E59019B9122AC129CC15D)] | [added: | [82](#i39652d4b334f476baed8a809ea102b26_109) | | |]

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [69](#s97E515DE029857A9AFBC102FBD1F3918)] | [added: | [83](#i39652d4b334f476baed8a809ea102b26_115) | | |]

| Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [70](#s71AAF86F1D8A5D9E838C5BBE9B2D441F)] | [added: | [84](#i39652d4b334f476baed8a809ea102b26_118) | | |]

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | [removed: [71](#s9A50C85E21BD5BFFA9F76D84F40B4281)] | [added: | [85](#i39652d4b334f476baed8a809ea102b26_121) | | |]

| Notes to Consolidated Financial Statements | [removed: [72](#s04FEA8ED547B5D5B9E0F87E020B28237)] | [added: | [86](#i39652d4b334f476baed8a809ea102b26_124) | | |]

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| /s/ Bob van Dijk | | | | | | Director | | | | | | February 24, 2021 | | |

| Bob van Dijk | | | | | | | | | | | | | | |

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Due to the significant and negative financial impact of the COVID-19 pandemic, the Company recognized goodwill impairment charges of $1.1 billion for the year ended December 31, 2020 for the OpenTable and KAYAK reporting unit, resulting in an adjusted carrying value of goodwill for this reporting unit of $1.0 billion at December 31, 2020.

The Company has recorded a liability of $61 million for France and a liability of $5

million for Italy in connection with these assessments.

In addition, the Company currently estimates that the reasonably possible loss related to VAT is approximately $24 million.

February 24, 2021

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| Short-term investments (Available-for-sale debt securities: Amortized cost of $500 and $998, respectively) | | | | | | 501 | | | | | | 998 | | |

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| /s/ James M. Guyette | | Director | | February 26, 2020 |

| James M. Guyette | | | | |

| /s/ Nancy B. Peretsman | | Director | | February 26, 2020 |

| Nancy B. Peretsman | | | | |

| | |

| --- | --- |

Change in Accounting Principle

As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for the recognition and measurement of financial instruments in 2018 due to the adoption of an accounting standards update.

penalties from French, Italian and Turkish tax authorities in the amount of $526 million, $118 million and $91 million respectively.

February 26, 2020

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| Other assets | | 867 | | | | 181 | | |

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| Cost of revenues | | | | | | | | | | 242 | | |

| Gross profit | | | | | | | | | | 12,439 | | |

| Performance marketing | | 4,419 | | | | 4,447 | | | | 4,161 | | |

| Brand marketing | | 548 | | | | 509 | | | | 435 | | |

| Foreign currency transactions and other | | (18 | | ) | | (57 | | ) | | (42 | | ) |

| Total other income (expense) | | 613 | | | | (506 | | ) | | (139 | | ) |

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| Balance, December 31, 2016 | 62,379 | | | $ | — | | | (13,191 | ) | | $ | (6,855 | ) | | $ | 5,483 | | | $ | 11,327 | | | $ | (135 | ) | | $ | 9,820 | |

| Reclassification adjustment for convertible debt in mezzanine | — | | | — | | | | — | | | — | | | | 26 | | | | — | | | | — | | | | 26 | | |

| Cumulative effect of adoption of accounting standards updates | — | | | — | | | | — | | | — | | | | — | | | | 430 | | | | (241 | | ) | | 189 | | |

| Reclassification adjustment for convertible debt in mezzanine | — | | | — | | | | — | | | — | | | | 3 | | | | — | | | | — | | | | 3 | | |

| Prepaid expenses and other current assets | | (263 | | ) | | (201 | | ) | | (124 | | ) |

| Long-term U.S. transition tax liability | | (36 | | ) | | 40 | | | | 1,251 | | |

Reclassifications

See "Other Recent Accounting Pronouncements" later in this Note for the accounting change to the other-than-temporary impairment model, effective January 1, 2020.

For periods beginning after December 31, 2017, marketable equity securities are reported at estimated fair value with changes in fair value recognized in "Net unrealized gains (losses) on marketable equity securities" in the Consolidated Statements of Operations rather than "Accumulated other comprehensive loss" in the Consolidated Balance Sheets, pursuant to the adoption of the accounting update on financial instruments in 2018.

Previously, these investments were carried at cost and adjusted to fair value only for other-than-temporary declines in fair value.

See "Other Recent Accounting Pronouncements" later in this Note for the accounting change to the measurement of credit losses for accounts receivable, effective January 1, 2020.

See "Recent Accounting Pronouncements Adopted" later in this Note for further information related to the impact of the adoption of this accounting standard.

The land-use rights were included in "Other assets" in the Consolidated Balance Sheets, for periods prior to January 1, 2019, and reclassified from "Other assets" to "Operating lease assets" on January 1, 2019 as part of the adoption of ASC 842, *Leases* (see "Recent Accounting Pronouncements Adopted" later in this Note).