Item 15. Exhibits and Financial Statement Schedules.

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Item 15. Exhibits and Financial Statement Schedules.

(a) List of Documents Filed as a Part of this Annual Report on Form 10-K:

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, 2021 and 2020; 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, 2021, 2020, and 2019; Notes to the Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.

All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or the notes thereto.

(b) Exhibits

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

information about the Company or the other parties to the agreements. Some agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10‑K and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.


Exhibit Number			Description
3.1(a)			Restated Certificate of Incorporation of the Company.
3.2(b)			Certificate of Amendment of the Restated Certificate of Incorporation, dated as of June 4, 2021.
3 .3(b)			Amended and Restated By-Laws of Booking Holdings Inc., dated as of June 4, 2021.
4.1			Reference is hereby made to Exhibits 3.1, 3.2, and 3.3.
4.2(c)			Specimen Certificate for the Company's Common Stock.
4.3(d)			Indenture, dated as of September 23, 2014, between the Company and Deutsche Bank Trust Company Americas, as Trustee.
4.4(e)			Indenture, dated as of August 8, 2017, between the Company and U.S. Bank National Association, as trustee.
4.5(f)			Form of 2.375% Senior Note due 2024.
4.6(g)			Officers' Certificate, dated September 23, 2014, for the 2.375% Senior Notes due 2024.
4.7(h)			Form of 1.800% Senior Note due 2027.
4.8(i)			Officers' Certificate, dated March 3, 2015, for the 1.800% Senior Notes due 2027.
4.9(j)			Form of 3.650% Senior Note due 2025.
4.10(k)			Officers' Certificate, dated March 13, 2015, for the 3.650% Senior Notes due 2025.
4.1 1(d)			Form of 2.15% Senior Note due 2022.
4.1 2(d)			Officers' Certificate, dated November 25, 2015, for the 2.15% Senior Notes due 2022.
4.1 3(l)			Form of 3.600% Senior Note due 2026.
4.1 4(l)			Officers' Certificate, dated May 23, 2016, for the 3.600% Senior Notes due 2026.
4.1 5(m)			Form of 0.800% Senior Note due 2022.
4.1 6(m)			Officers' Certificate, dated March 10, 2017, for the 0.800% Senior Notes due 2022.
4.1 7(n)			Form of 2.750% Senior Note due 2023.
4.1 8(n)			Officers' Certificate, dated August 15, 2017, with respect to the 2.750% Senior Notes due 2023.
4.19(n)			Form of 3.550% Senior Note due 2028.
4.2 0(n)			Officers' Certificate, dated August 15, 2017, with respect to the 3.550% Senior Notes due 2028.
4.2 1(ff)			Description of the Company's Common Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.2 2(ff)			Description of the Company's 0.800% Senior Notes due 2022 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.2 3(ff)			Description of the Company's 2.150% Senior Notes due 2022 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.2 4(ff)			Description of the Company's 2.375% Senior Notes due 2024 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.2 5(ff)			Description of the Company's 1.800% Senior Notes due 2027 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.


Exhibit Number			Description
4.26			Description of the Company's 0.100% Senior Notes due 2025 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.27			Description of the Company's 0.500% Senior Notes due 2028 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
4.28(dd)			Form of 4.625% Senior Note due 2030.
4.29(dd)			Officer’s Certificate, dated April 13, 2020, with respect to the 4.625% Senior Notes due 2030.
4.3 0(dd)			Form of 0.750% Convertible Senior Note due 2025.
4.3 1(dd)			Indenture, dated as of April 14, 2020, between Booking Holdings Inc. and U.S. Bank National Association, as trustee.
4.32(o)			Form of 0.100% Senior Note due 2025.
4.33(o)			Officers' Certificate, dated March 8, 2021, with respect to the 0.100% Senior Notes due 2025.
4.34(o)			Form of 0.500% Senior Note due 2028.
4.35(o)			Officers' Certificate, dated March 8, 2021, with respect to the 0.500% Senior Notes due 2028.
10.1(b)+			Booking Holdings Inc. 1999 Omnibus Plan (As Amended and Restated Effective June 3, 2021).
10.2(p)+			Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan to non-employee directors.
10.3(gg)+			Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan.
10.4(q)+			2018 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
10.5(s)+			2019 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
10.6(hh)+			Form of Performance Share Unit Agreement under the Company's 1999 Omnibus Plan.
10.7(r)+			Amended and Restated KAYAK Software Corporation 2012 Equity Incentive Plan.
10.8(r)+			OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan.
10.9(t)+			Buuteeq, Inc. Amended and Restated 2010 Stock Plan.
10.10(u)+			Amended and Restated Rocket Travel, Inc. 2012 Stock Incentive Plan.
10.11(u)+			Amended and Restated Annual Bonus Plan.
10.12(v)+			Form of Non-Competition and Non-Solicitation Agreement.
10.13(w)+			Second Amended and Restated Employment Agreement, dated April 21, 2015 by and between the Company and Peter J. Millones.
10.14(x)+			Employment Agreement, dated December 15, 2016 by and between the Company and Glenn D. Fogel.
10.15(x)+			Non-Competition and Non-Solicitation Agreement, dated December 15, 2016 by and between the Company and Glenn D. Fogel.
10.16(x)+			Employee Confidentiality and Assignment Agreement, dated December 15, 2016 by and between the Company and Glenn D. Fogel.
10.17(y)+			Employment Agreement, dated January 19, 2018, between the Company and David I. Goulden.
10.18(y)+			Non-Competition and Non-Solicitation Agreement, dated March 1, 2018, between the Company and David I. Goulden.
10.19(y)+			Employee Confidentiality and Assignment Agreement, dated January 19, 2018, between the Company and David I. Goulden.
10.20(z)			Credit Agreement, dated as of August 14, 2019, among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent.
10.21(aa)+			Letter Agreement, dated October 24, 2019 by and between the Company and Glenn D. Fogel.
10.22(aa)+			Form of Employee Confidentiality and Assignment Agreement.
10.23(cc)			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(ee)			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.
10.25(ii)+			Letter Amendment to 2018 PSU Award and 2019 PSU Award Agreements with Glenn D. Fogel dated January 28, 2021.
10.26(ii)+			Letter Amendment to 2018 PSU Award and 2019 PSU Award Agreements with David I. Goulden dated January 28, 2021.


Exhibit Number			Description
10.27(ii)+			Letter Amendment to 2018 PSU Award and 2019 PSU Award Agreements with Peter J. Millones dated January 28, 2021.
10.28(jj)+			Letter Agreement, dated July 31, 2021, by and between the Company and Paulo Pisano.
10.29			Amendment, dated as of December 22, 2021, 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.
21			List of Subsidiaries.
23.1			Consent of Deloitte & Touche LLP.
24.1			Power of Attorney (included in the Signature Page).
31.1			Certification of Glenn D. Fogel, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of David I. Goulden, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(bb )			Certification of Glenn D. Fogel, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
32.2(bb )			Certification of David I. Goulden, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
104			Cover Page Interactive Data File - the cover page from this Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (included in Exhibit 101).

+ Indicates a management contract or compensatory plan or arrangement.



(a)			Previously filed as an exhibit to the Current Report on Form 8-K filed on February 21, 2018 (File No. 1-36691).
(b)			Previously filed as an exhibit to the Current Report on Form 8-K filed on June 4, 2021 (File No. 1-36691).
(c)			Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-1 filed on March 18, 1999 (File No. 333-69657).
(d)			Previously filed as an exhibit to the Current Report on Form 8-K filed on November 25, 2015 (File No. 1-36691).
(e)			Previously filed as an exhibit to the Registration Statement on Form S-3 filed on August 8, 2017 (File No. 333-219800).
(f)			Previously filed as an exhibit to the Current Report on Form 8-K filed on September 22, 2014 (File No. 0-25581).
(g)			Previously filed as an exhibit to the Current Report on Form 8-K filed on September 26, 2014 (File No. 0-25581).
(h)			Previously filed as an exhibit to the Current Report on Form 8-K filed on March 2, 2015 (File No. 1-36691).
(i)			Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2015 (File No. 1-36691).
(j)			Previously filed as an exhibit to the Current Report on Form 8-K filed on March 12, 2015 (File No. 1-36691).
(k)			Previously filed as an exhibit to the Current Report on Form 8-K filed on March 13, 2015 (File No. 1-36691).
(l)			Previously filed as an exhibit to the Current Report on Form 8-K filed on May 23, 2016 (File No. 1-36691).
(m)			Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 10, 2017 (File No. 1-36691).
(n)			Previously filed as an exhibit to our Current Report on Form 8-K filed on August 15, 2017 (File No. 1-36691).
(o)			Previously filed as an exhibit to our Current Report on Form 8-K filed on March 8, 2021 (File No. 1-36691).
(p)			Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 9, 2011 (File No. 0-25581).
(q)			Previously filed as an exhibit to the Current Report on Form 8-K filed on March 2, 2018 (File No. 1-36691).
(r)			Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 3, 2017 (File No. 1-36691).
(s)			Previously filed as an exhibit to the Current Report on Form 8-K filed on March 1, 2019 (File No. 1-36691).
(t)			Previously filed as an exhibit to the Registration Statement on Form S-8 filed on June 13, 2014 (File No. 333-196756).


(u)			Previously filed as an exhibit to the Annual Report on Form 10-K filed for the year ended December 31, 2015 (File No. 1-36691).
(v)			Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2013 (File No. 0-25581).
(w)			Previously filed as an exhibit to our Current Report on Form 8-K filed on April 24, 2015 (File No. 1-36691).
(x)			Previously filed as an exhibit to the Current Report on Form 8-K filed on December 16, 2016 (File No. 1-36691).
(y)			Previously filed as an exhibit to the Current Report on Form 8-K filed on January 22, 2018 (File No. 1-36691).
(z)			Previously filed as an exhibit to the Current Report on Form 8-K filed on August 14, 2019 (File No. 1-36691).
(aa)			Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on May 9, 2019 (File No. 1-36691).
(bb)			This document is being furnished in accordance with SEC Release Nos. 33‑8212 and 34‑47551.
(cc)			Previously filed as an exhibit to the Current Report on Form 8-K filed on April 8, 2020 (File No. 1-36691).
(dd)			Previously filed as an exhibit to the Current Report on Form 8-K filed on April 14, 2020 (File No. 1-36691).
(ee)			Previously filed as an exhibit to the Current Report on Form 8-K filed on October 30, 2020 (File No. 1-36691).
(ff)			Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 26, 2020 (File No. 1-36691).
(gg)			Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on May 7, 2020 (File No. 1-36691)
(hh)			Previously filed as an exhibit to the Current Report on Form 8-K filed on July 17, 2020 (File No. 1-36691)
(ii)			Previously filed as an exhibit to the Current Report on Form 8-K filed on January 29, 2021 (File No. 1-36691)
(jj)			Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on November 3, 2021 (File No. 1-36691)

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