Booking Holdings (BKNG) 10-K risk factor changes: FY2022 vs FY2021

- Risks related to [added: data privacy obligations and] cyberattacks;

- IT systems-related failures or security [removed: breaches, and data privacy risks and obligations;][added: breaches;]

- Risks associated with the facilitation of [removed: payments from consumers;][added: payments;]

In response to the [removed: outbreak of the novel strain of the coronavirus,] COVID-19 [removed: (the "COVID-19 pandemic"), as well as subsequent outbreaks driven by new variants of COVID-19,] [added: pandemic, certain] governments and businesses around the world [removed: have implemented, and] continue to [removed: implement,] [added: implement] a variety of restrictive measures to reduce the spread of COVID-19.

[removed: Even though we have seen some improvements in the economic and operating conditions for our business since the outset of the COVID-19 pandemic, we] [added: We] cannot predict the long-term effects of the pandemic on our business or the travel and restaurant industries as a whole.

Our financial results and prospects are almost entirely dependent on [added: facilitating] the sale of travel-related services.

[removed: These include, but are not limited to, the severity, extent, and duration] [added: The ongoing impact] of the [removed: global pandemic, including as a result of any new variants of] COVID-19 [added: pandemic on our business, results of operations, cash flows,] and [added: growth prospects depends on] any resurgences of the pandemic; [removed: availability and] efficacy of vaccines and other medical interventions to [removed: prevent or] alleviate [added: or treat] COVID-19, and their impacts on the travel and restaurant industries and consumer spending more broadly; actions taken by national, state, and local governments to contain the disease or treat its impact; [removed: the impact on attrition, as well as the changes in hiring levels and remote working arrangements that we have implemented on our operations,] [added: employee engagement,] including the health and productivity of management and our [removed: employees, and our ability to maintain our financial reporting processes and related controls; the] [added: employees; any] impact on our contracts and relationships with our partners; [removed: our ability to withstand increased cyberattacks; the speed] and [removed: extent of] the [removed: recovery across the broader travel ecosystem; and the] duration, timing, and severity of the impact on customer spending, including [removed: how long it takes to recover from the] [added: other] economic [removed: recession resulting] [added: impacts such as inflation that have resulted in part] from the pandemic.

The effects of the [removed: pandemic] [added: pandemic, including the imposition of travel restrictions,] may continue to fluctuate throughout the world, which could continue to affect our business.

If [added: ongoing effects of] the COVID-19 pandemic [removed: continues to] adversely affect our business and financial performance, it may also heighten many of the other risks identified in this section.

We had approximately [removed: 20,300] [added: 21,600] employees worldwide at December 31, [removed: 2021.][added: 2022.]

Our future success and ability to innovate [removed: and develop products, services, technologies, and enhancements] depends on our continuing to identify, attract, hire, develop, motivate, and retain [added: a] highly [removed: skilled employees across our organization, and changes in our workforce may make that more difficult.][added: skilled, global, diverse workforce.]

The COVID-19 pandemic has had and will have a long-term effect on how and from where people work, the attractiveness of our office environments, and remote working policies, and there may continue to be operational and workplace cultural challenges that may adversely affect our business, including talent retention, in the [added: shorter term.]

These difficulties may be amplified by increased ability to work remotely, evolving restrictions on immigration and [removed: travel or availability of visas or work permits for skilled technology workers.]

The competition for talent in our [removed: industry has intensified,] [added: industry,] including among established technology companies and startups, [removed: and] [added: combined with inflationary pressure on compensation has caused] our personnel expenses to attract and retain key talent [removed: are increasing.][added: to increase, which may adversely affect our results of operations.]

[removed: Sales] [added: Demand for and sales] of travel services [added: often] decline during [removed: general] [added: periods of perceived or actual adverse] economic [removed: downturns and recessions] [added: conditions] and times of political or economic uncertainty as consumers engage in less discretionary spending, are concerned about unemployment or inflation, have reduced access to credit, or experience other concerns or effects that reduce their ability or willingness to travel.

In the past, we experienced volatility in transaction growth rates, increased cancellation rates, and weaker trends in accommodation average daily rates ("ADRs") [removed: particularly] in countries [removed: most affected by] [added: experiencing] economic and political uncertainties, which we believed were due at least in part to these [removed: macro-economic] [added: macroeconomic] conditions and concerns.

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

[removed: These and other macro-economic] [added: Macroeconomic] uncertainties have led to significant volatility in the exchange rates between the U.S. Dollar and the Euro, the British Pound Sterling, and other [removed: currencies.][added: currencies, stock markets, and oil prices, which can also impact consumer travel behavior.]

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

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

[removed: In addition to the impact of the COVID-19 pandemic, other] [added: Other] events beyond our control such as terrorist attacks, extreme weather or natural disasters, wars and regional hostilities, travel-related accidents, or increased focus on the environmental impact of travel may disrupt travel, limit the ability or willingness of travelers to visit certain locations, or otherwise result in declines in [removed: travel] demand [added: for our travel offerings] and adversely affect our business and results of operations.

Because these events and their [removed: impacts] [added: impacts, as well as international responses to such events,] are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers, demand [added: for and provision of our services, and relationships with travel service providers and other partners, any of which can adversely affect our business and results of operations.]

The markets for the services we offer are intensely competitive, constantly evolving, and subject to rapid change, and current and new competitors can [added: and do] launch new services at a relatively low cost.

Some of our current and potential competitors, such as Google, Apple, Alibaba, Tencent, Amazon, [added: Uber,] and [removed: Facebook,] [added: Meta,] have significantly more customers or users, consumer data, and financial and other resources than we do, and may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses) to compete more effectively with us.

For example, [removed: Google has entered the] [added: Google’s] online travel [removed: market and] [added: offerings have] grown rapidly by linking travel search services to its dominant search functionality through flight, hotel, and alternative accommodations meta-search [removed: products ("Google Flights", "Google Hotel Ads", and "Google Vacation Rentals"), its "Book on Google" reservation functionality, "Google Travel" (a planning tool that aggregates its flight, hotel, and packages products),] [added: products,] and integrating its hotel meta-search products and restaurant information and reservation products into Google Maps.

This shift could benefit competitors that are more well established in domestic markets and alternative [removed: accommodations than we are.][added: accommodations.]

If we are unable to successfully adapt to [removed: any] changes in how the travel industry operates or to changes in the ways in which consumers purchase travel services, our ability to compete, and therefore our business and results of operations, would be adversely affected.

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

- travel service providers (e.g., accommodations, rental car companies, or airlines) that have their own branded online platforms to which they drive [removed: business;][added: business and may be able to offer lower prices on their direct channel than they provide to us;]

- companies offering [removed: 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;

- companies offering technology services and software solutions to travel service providers, including large global distribution systems ("GDSs") and hospitality software [added: and payments] platforms.

Google leverages its general search business to promote its meta-search offerings by showing meta-search results at the top of its organic search [removed: results.][added: results and it offers its meta-search services free to travel service providers.]

If consumers book travel services through [added: such] a service [removed: such as TripAdvisor's "Instant Booking," Google's "Book on Google,"] or directly with a travel service provider without using an OTC like us, or if meta-search services limit our participation within [added: 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.]

A competitor or potential competitor that has established other, more frequent online [added: or app-based] interactions with consumers may be able to more easily or cost-effectively acquire customers for its online travel services than we can.

It is increasingly important to offer travel [removed: services, such as accommodation reservations,] [added: services] at competitive prices, whether through discounts, coupons, closed-user group rates or loyalty programs, increased flexibility in cancellation policies, or otherwise.

Discounting and couponing coupled with a high degree of consumer shopping behavior [removed: is] [added: has become typical throughout the world,] particularly [removed: common] in Asian markets.

Travel service providers with which we conduct business compete with us in online channels to drive consumers [added: directly] to their own [removed: platforms in lieu of third-party distributors such as us.][added: platforms.]

Further, consolidation among travel service providers could result in lower [removed: rates of] [added: OTC] commission [removed: paid to OTCs,] [added: rates,] increased discounting, and greater incentives for consumers to join closed-user groups as such travel service providers expand their offerings.

[removed: If we are not as effective as our competitors in offering] discounted prices and other incentives [added: or value] to consumers, our ability to grow and compete and our results of operations could be harmed.

Before the COVID-19 pandemic, our OTC operations outside of the United States historically had achieved significant year-over-year growth in their gross bookings, in particular [removed: with respect to their] [added: Booking.com’s] accommodation reservation services.

Lower ADRs generally have a negative effect on our accommodation reservation business and on our revenues and results of operations.

Furthermore, responses to such events by governments, organizations like the United Nations, or others, could limit or prohibit travel in ways that are not foreseeable and could impact our ability to conduct our business.

In addition, companies such as Airbnb that have in the past exclusively provided alternative accommodations have expanded into traditional accommodation offerings.

For example, global companies with widely used mobile applications that enter the travel industry, such as Uber, have the potential to grow quickly.

If we are not as effective as our competitors in offering

The spread of variants of COVID-19 and ongoing restrictive measures in certain places have caused uncertainty.

While the year began with the Omicron variant surge which resulted in a decrease in consumers traveling and dining out, most of the government restrictions on travel-related services have subsided and travel demand has generally returned.

We offer a range of optional insurance products and coverages related to our travel offerings primarily through unaffiliated third-party insurance providers.

We are dependent on such providers to make their services available to consumers through us.

Our business and reputation may be adversely affected if such insurers no longer make such insurance offerings available to us on economically reasonable terms or at all or if such insurance providers fail to pay out under these insurance policies.

To the extent consumers do not view KAYAK as a reliable source of comprehensive travel service

In addition, Booking.com facilitates the provision of partner liability insurance that may protect alternative accommodation partners against liability claims, lawsuits by third parties for bodily injury, or personal property damage that occur during a stay at a partner property reserved via Booking.com.

This partner liability insurance, if applicable to the claim, may provide partners with up to $1.0 million equivalent (policy limit) of third party liability coverage related to investigation, defense, and/or other costs related to the underlying claim.

The Company could be required to pay amounts in excess of the partner liability policy limit.

For example, the European Commission has proposed a short-term rental regulation which, if enacted, could have a material impact on the way short-term rentals are regulated in the European Union and the obligations on platforms including around data sharing or the need to enforce local registration schemes, and in conjunction with the Digital Services Act.

See below Part I, Item 1A, Risk Factors - "*Consumer adoption and use of mobile devices creates challenges and may enable device companies such as Google and Apple to compete directly with us*."

While we believe that we have the ability to achieve our long-term strategy to build the Connected Trip, the development of the

For example, we incorporate AI into certain of our offerings.

The use of AI presents risks and challenges including that algorithms may be flawed, datasets may be insufficient, erroneous, stale, or contain biased information, or content chosen for display to users by AI systems may be discriminatory, offensive, illegal, or otherwise harmful.

These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.

travel or availability of visas or work permits for skilled technology workers, and laws or regulations in jurisdictions where we operate, such as a new cap on the Dutch (partial) tax exemption that benefits certain non-Dutch citizens working in the Netherlands.

Google and Apple each have substantial market share in the smartphone markets and provide the leading operating systems for smartphones.

As a result, they could leverage their operating systems to give a competitive advantage to their services that overlap with ours.

We have recorded and may in the future record impairments of goodwill, long-term investments, or long-lived assets.

*We face risks related to our operational and technological infrastructures.*

The disclosure of non-public Company-sensitive information by our workforce or other parties, through external media channels such as social media, could lead to information loss, reputational harm, or loss of a competitive advantage.

Furthermore, enforcement actions often cause interpretation of these new laws to evolve, which could require changing our initial responses to these laws.

We use sophisticated technology to identify cybersecurity threats; however, a cyberattack may go undetected for a period of time resulting in harm to our computer systems and the loss of data.

This could result in financial penalties being imposed by the regulators and reputational harm.

Third party business partners, service providers, and consultants may be given access to our computer networks.

A cyberattack against one of these third parties that compromises their credentials may result in unauthorized access to our systems and data, resulting in a cyberattack against us.

A security breach at any third-party that we conduct business with, such as the security breach experienced by Intercontinental Hotels Group Plc.

In August 2022, the Inflation Reduction Act was enacted into law in the United States.

The key tax provisions applicable to us are a 15% corporate minimum tax on book income and a 1% excise tax on stock repurchases, both of which are effective January 1, 2023.

The interpretation and implementation of these provisions could have a negative impact on our results of operations and cash flows.

The OECD recently issued additional commentary related to the 15% minimum tax, including the intention that provisions be incorporated into law with an effective date of January 1, 2024.

The rules for the calculation of the 15% minimum tax are complex and additional guidance continues to be issued by the OECD.

Until member countries enact legislation implementing the 15% minimum tax, it is not certain how it will impact us.

The Digital Markets Act ("DMA") and Digital Services Act ("DSA") give regulators in the EU more instruments to investigate and regulate digital businesses and impose new rules and

requirements on platforms designated as "gatekeepers" under the DMA and online platforms more generally, with separate rules for "Very Large Online Platforms" ("VLOPs") under the DSA.

- Risks related to the increased focus on our environmental, social, and governance responsibilities;

In addition, the spread of new

variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally.

In 2021, many countries experienced spikes in COVID-19 cases due to the spread of variants of COVID-19.

We believe that as vaccines and other medical interventions that prevent or reduce the impact of COVID-19 become widespread globally, people will increasingly feel it is safe to travel again and government restrictions will be relaxed, although the timing remains uncertain.

Our business is dependent on the availability of a large number of accommodations (particularly independently-owned accommodations) and restaurants, and on the ability of consumers to travel to such accommodations and restaurants on airlines, railways, and rental cars.

The ability of consumers to travel across international borders has been significantly impacted by the various travel restrictions between countries.

We do not expect economic and operating conditions for our business to recover fully until there is widespread consumer confidence and ability to travel, and our travel service provider and restaurant partners are able to meet the demand for services.

This may not occur until well after the broader global economy begins to improve.

Additionally, our business is also dependent on consumer sentiment and discretionary spending patterns.

Any increased unemployment is likely to have a negative impact on consumer discretionary spending, including for the travel and restaurant industries.

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

The COVID-19 pandemic has caused significant changes to our accommodation room nights trends.

The extent of the effects of the COVID-19 pandemic on our business, results of operations, cash flows, and growth prospects is highly uncertain and will ultimately depend on future developments.

Also, restrictions in affected regions could be extended after the virus has been contained in order to avoid relapses and there may be restrictions on certain travel activity related to whether travelers have been vaccinated.

As a result of the ongoing effects of the COVID-19 pandemic and the potential for a long recovery period for the travel industry, it is possible our employees may not view employment with us as positively as they did prior to the pandemic.

shorter term.

We are unable to predict if there will be any significant and continuing impact on our workforce as a result of the COVID-19 pandemic.

This could continue in the future due to an actual or perceived slower pace of recovery of the travel industry as a result of the COVID-19 pandemic than other industries and other factors beyond our control.

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 spending have impaired and could in the future adversely affect travel demand.

Political uncertainty can also negatively affect consumer spending and adversely affect travel demand.

Further economic or political disruptions could cause, contribute to, or be indicative of deteriorating macro-economic conditions, which in turn could negatively affect travel and have an adverse impact on our results of operations.

Significant fluctuations in foreign currency exchange rates, stock markets, and oil prices can also impact consumer travel behavior.

for our services, and relationships with travel service providers and other partners, any of which can adversely affect our business and results of operations.

In particular, Google Hotel Ads and Google Flights have grown rapidly and achieved significant market share in a relatively short time.

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.

Our businesses outside the United States 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, the parts of the KAYAK and OpenTable businesses located outside the United States.

cancellations, adverse changes in travel market conditions, and the competitiveness of the market.

These markets often have competitors willing to make little or no profit through discounting in order to gain market share.

In addition, the emergence of super-apps in many of these markets may make it even more difficult or costly to compete in these markets than in our other markets.

In addition, compliance with legal, regulatory, or tax requirements in multiple jurisdictions places demands on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory, or tax consequences.

We have generally seen a decrease in the number of accommodations on our platform during and resulting from the impacts of the COVID-19 pandemic, and we may see further reductions in the number of accommodations in the future primarily due to properties not providing availability on our platforms, property closures, or non-payment of invoices.

As we increase our alternative accommodation business, these different characteristics negatively impact our

We use third-party websites, including online search engines (primarily Google), meta-search, and travel research services and affiliate marketing as the primary means of generating traffic to our websites.

Growth of some of these channels had slowed prior to the COVID-19 pandemic.

We cannot predict how our marketing efficiency will trend during the recovery from the COVID-19 pandemic.

which have shown volatility and long-term deceleration of growth rates, may also impact growth rates for marketing channels.

Alternate payment providers such as Alipay, Paytm, and WeChat Pay operate closed-loop payments systems with direct connections to both consumers and merchants.

Our current and potential competitors range from large and established companies to emerging start-ups.

Google recently modified its hotel price-comparison search tool to display prices for accommodation and booking providers for free, following a similar change it made to Google Flights.

See Note [removed: 2] [added: 1] to [removed: the] [added: our] Consolidated Financial Statements [removed: - *Segment Reporting*] for information on our operating segments.

See Note [removed: 18] [added: 16] to [removed: the] [added: our] Consolidated Financial Statements for [removed: more geographic] [added: additional] information.

The COVID-19 pandemic and the resulting implementation of travel restrictions by governments around the world resulted in a significant decline in travel activities and consumer demand for related [removed: services in 2020 in particular.][added: services.]

Accommodation room nights, which include the impact of cancellations, declined rapidly as the COVID-19 pandemic spread in [removed: the first quarter of 2020 and the beginning of the second quarter of] 2020.

Since the beginning of the second quarter of 2020 and through [removed: 2021,] [added: 2022, changes in] accommodation room [removed: night declines] [added: nights] versus the comparable period in 2019 have generally improved as government-imposed travel restrictions have eased, vaccines and other medical interventions have become more widespread, and consumer demand for travel has [removed: started to rebound.][added: generally rebounded.]

[removed: ][added: ]

We have observed an improvement in cancellation rates since the high in April 2020, though we have seen periods of elevated cancellation rates typically coinciding with significant increases in COVID-19 cases and newly imposed [added: travel] restrictions.

In [removed: 2021,] [added: 2022,] a higher share of our room nights were booked with flexible cancellation policies, as compared to 2019 and [removed: 2020,] [added: 2021,] which could result in higher [removed: than normal] cancellation rates in future [removed: quarters.][added: periods.]

Since the second quarter of 2020, [removed: the share of room nights booked for international travel has been substantially lower than 2019 levels, as] government-imposed travel restrictions have generally limited international travel [added: (travelers booking a stay at a property located outside their own country)] more than domestic travel (travelers booking a stay within their own country).

We [removed: also] [added: continue to] see favorable repeat direct booking behavior from consumers in our [removed: apps and they] [added: mobile apps, which] allow us more opportunities to engage directly with consumers.

The revenue earned on a [removed: mobile] transaction [added: from a mobile device] may be less than a typical desktop transaction [removed: due to] [added: as we see] different consumer purchasing [removed: patterns.][added: patterns across devices.]

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

[removed: Our] [added: In addition, we estimate that our] global ADRs [removed: increased] in [removed: 2021] [added: 2022,] as compared to 2019, [removed: due in part to] [added: benefited by approximately two percentage points from] changes in the geographical mix of our business driven primarily by [removed: stronger] [added: slower] room night [removed: performance] [added: recovery] in [removed: North America,] [added: Asia,] which is a [removed: high] [added: low] ADR region, and [removed: weaker] [added: stronger] room night performance in [removed: Asia,] [added: North America,] which is a [removed: low] [added: high] ADR region.

Those declining ADR trends [removed: we experienced prior to the COVID-19 pandemic] resulted in [removed: and could in the future result in our] [added: accommodation] gross bookings growing less than [removed: our] room nights.

We [removed: are constantly innovating] [added: focus on relentless innovation] to grow our business by, among other things, providing a best-in-class user experience with intuitive, easy-to-use online platforms to ensure that we are meeting the needs of online consumers while aiming to exceed [added: their expectations.]

As part of these ongoing efforts, we have a long-term strategy to build a [removed: more integrated] [added: seamless] offering of multiple elements of [removed: travel connected by] [added: travel, allowing us to provide] a [removed: payment platform,] [added: more tailored and flexible consumer experience,] which we refer to as the "Connected Trip," and we expect these efforts to increase room night growth and revenue growth over time.

Further, to the extent our non-accommodation services (e.g., airline ticket reservation services) have lower margins and [removed: grow faster than our accommodation services, whether] [added: increase] as [removed: part] [added: a percentage] of [removed: the Connected Trip or otherwise,] our [added: total business, our] operating margins may be negatively affected.

For more [removed: information,] [added: information regarding the Innovation Box Tax,] see Part I, Item 1A, Risk Factors - "*We may not be able to [removed: keep up with rapid technological or other market changes.*"][added: maintain our 'Innovation Box Tax' benefit.*"]

As part of our strategy to provide more payment options to consumers and travel service providers, increase the number and variety of accommodations available on Booking.com, and enable our long-term Connected Trip strategy, Booking.com [removed: is] increasingly [removed: processing] [added: processes] transactions on a merchant basis, where it facilitates payments from travelers for the services provided.

We believe that [removed: adding] [added: expanding] these types of service offerings will benefit consumers and travel service providers, as well as our gross bookings, room night, and earnings growth rates.

Our brand marketing expense is primarily related to costs associated with producing and airing television advertising, online video advertising (for example, on YouTube and Facebook), [added: and] online display [removed: advertising, and other brand marketing.][added: advertising.]

[removed: We expect volatility in our] [added: Although it is difficult to predict how performance marketing] ROIs [removed: as] [added: will change in] the [removed: pandemic continues to affect travel, and that] [added: future,] ROIs could be negatively impacted [removed: in the future] by increased levels of competition and other factors.

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

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

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

Booking.com included [removed: approximately 2.4] [added: over 2.7] million properties on its website at December 31, [removed: 2021,] [added: 2022,] consisting of over 400,000 hotels, motels, and [removed: resorts,] [added: resorts] and [removed: over 1.9] [added: approximately 2.3] million [added: alternative accommodation properties (including] homes, apartments, and other unique places to [removed: stay, all of which were about in line with the number of] [added: stay), and representing an increase from approximately 2.4 million] properties [removed: on its website] at December 31, [removed: 2020.][added: 2021.]

The [removed: share] [added: mix] of Booking.com’s room nights booked for alternative accommodation properties in [removed: 2021 was about 29%, which] [added: 2022] was [removed: about the same as the share of room nights in] [added: approximately 30%, up slightly versus] 2019 and [removed: down slightly from 2020.][added: 2021.]

[removed: Prior to the pandemic, we] [added: We have] observed an overall longer-term trend of an increasing [removed: share] [added: mix] of room nights booked for alternative accommodation properties as consumer demand for these types of properties has grown, and as we have increased the number and variety of alternative accommodation properties available to consumers on Booking.com.

We may experience lower profit margins due to [removed: certain] additional costs, such as increased customer service costs, related to offering alternative accommodations on our platforms.

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

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

The digital services taxes currently in effect, which we record in "General and administrative" expense in the Consolidated Statements of Operations, have negatively impacted our [removed: results of operations.]

While the Organisation for Economic Co-operation and Development has been working on multinational tax changes that could require all member parties to remove all digital services taxes, the timing [added: for completion of that project has been delayed] and [added: many] details [removed: are not yet known.][added: remain uncertain.]

For more information on [removed: these matters and their potential effects] [added: the impacts of regulations] on our business, see Note 16 to our Consolidated Financial Statements and Part I, Item 1A, Risk Factors - "*Our business is subject to various [removed: competition,] [added: competition/anti-trust,] consumer protection, and online commerce laws, 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.*" [removed: In general, increased regulatory focus on online businesses, including online travel businesses like ours, could result in increased compliance costs or otherwise adversely affect our business.]

Our businesses outside of the U.S. [added: (see Note 17 to our Consolidated Financial Statements)] represent a substantial majority of our financial results, but because we report our results in U.S. Dollars, we face exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our businesses outside of the U.S. are translated from local currency (principally Euros and British Pounds Sterling) into U.S. Dollars.

[removed: As a result,] [added: result of the movements in foreign currency exchange rates,] both the absolute amounts of and percentage changes in our foreign-currency-denominated net assets, gross bookings, revenues, operating expenses, and net income as expressed in U.S. Dollars are [removed: affected by foreign currency exchange rate changes.][added: affected.]

[removed: For example,] [added: Our] total revenues [removed: from our businesses outside of the U.S.] increased by [removed: 58%] [added: 56%] in [removed: 2021] [added: 2022] as compared to [removed: 2020,] [added: 2021,] but without the impact of changes in foreign currency exchange [removed: rates,] [added: rates our total revenue] increased year-over-year on a constant-currency basis by approximately [removed: 57%.][added: 71%.]

[added: We] designate certain portions of the aggregate principal value of our Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries.

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 "Other income (expense), net" in the Consolidated Statements of Operations (see [removed: Note] [added: Notes] 12 [added: and 21] to our Consolidated Financial Statements).

For more information, see Part I, Item 1A, Risk Factors - [removed: "*We] [added: "We] are exposed to fluctuations in foreign currency exchange [removed: rates."*][added: rates."]

See Note 17 to our Consolidated Financial Statements for information related to revenue by geographic area.

In 2021, room nights were 66% higher than in 2020 but still 30% lower than in 2019.

On a regional basis, considering where the traveler is booking from, North America was the only region in 2021 to have room nights increase versus 2019.

In 2022, global room nights were 52% higher than in 2021 and 6% higher than in 2019.

The year-over-year growth in room nights in 2022 was driven primarily by the continued recovery in Europe, Asia, and Rest of World, as well as by continued growth in North America.

The comparison of room nights in 2021 and 2022 to the comparable period in 2019 avoids the distortion created from comparing to a prior year period that was significantly impacted by the COVID-19 pandemic.

Quarterly Room Nights and Change versus 2019


In early March 2022, following Russia's invasion of Ukraine, we suspended the booking of travel services in Russia and Belarus.

This led to the loss of new bookings from bookers in these countries.

Excluding room nights from bookers in Russia, Ukraine, and Belarus in both 2022 and 2019, our overall room nights in 2022 were up about 10% versus 2019.

The cancellation rate in 2022 improved compared to the cancellation rates in 2021 and 2019.

Because we recognize revenue from bookings when the traveler checks in, our reported revenue is not at risk of being reversed due to cancellations.

Increases in cancellation rates can negatively impact our marketing efficiency as a result of incurring performance marketing expense at the time a booking is made even though that booking could be canceled in the future if it was booked under a flexible cancellation policy.

There are many factors in addition to cancellation rates that contribute to marketing efficiency including average daily rates ("ADRs"), costs per click, foreign currency exchange rates, our ability to convert paid traffic to booking consumers, the timing and effectiveness of our brand marketing campaigns, and the extent to which consumers come directly to our platforms for bookings.

Significant increases in cancellation rates such as those experienced during the second quarter of 2020 may increase our customer service costs.

We believe the continued easing of government-imposed travel restrictions in many countries throughout the world in 2022 helped drive an increase in the mix of our room nights booked for international travel versus 2021, however, the mix remained below 2019 levels.

We saw an increase in the mix of our room nights booked on a mobile device in 2022 compared to 2019.

When comparing 2022 to 2021, we saw a decrease in the mix of our room nights booked on a mobile device in 2022 due to a year-over-year increase in the mix of our room nights booked for international travel and a year-over-year expansion of the booking window.

Room nights booked on a mobile device generally have a lower mix of international travel and a shorter booking window than room nights booked on a desktop.

The mix of our room nights booked on a mobile app in 2022 was above 2019 and 2021.

Our global ADRs increased approximately 25%, on a constant currency basis, in 2022 as compared to 2019, driven primarily by higher ADRs for accommodations located in Europe as well as increases in ADRs across all other regions as compared to 2019.

Our global ADRs increased approximately 15%, on a constant currency basis, in 2022 as compared to 2021, driven primarily by higher ADRs in Europe as well as increases in ADRs across all other regions as compared to 2021.

The increase in our global ADRs in 2022, as compared to 2021, was negatively impacted by approximately three percentage points from changes in geographical mix in our business driven primarily by stronger year-over-year room night growth in Asia and lower year-over-year room night growth in North America.

As the travel market continues to recover from the impact of the COVID-19 pandemic and with all regions experiencing general inflation in prices, we have seen travel industry ADRs generally increasing from pandemic lows in 2020.

While our ADRs have continued to increase in 2022 as compared to 2019, it remains highly uncertain what the trend in industry ADRs will look like going forward.

The mix of our gross bookings generated on a merchant basis was 44% in 2022, an increase from 34% in 2021 and 27% in 2019.

Our total marketing expenses, which are comprised of performance and brand marketing expenses that are substantially variable in nature, were $6.0 billion in 2022, up 58% versus 2021 and up 21% versus 2019 as a result of the improving demand environment and our efforts to invest in marketing.

Marketing expenses as a percentage of total gross bookings in 2022 were lower than 2019 despite lower performance marketing ROIs due to an increase in the share of room nights booked by consumers coming directly to our platforms.

Performance marketing ROIs were lower in 2022 versus 2019 due to our efforts to invest in marketing during the recovery in the travel industry in 2022.

The year-over-year increase in total properties was driven primarily by an increase in alternative accommodation properties.

Discounting and couponing (i.e., merchandising) occurs across all of the major regions in which we operate, particularly in Asia.

Total revenue as a percentage of gross bookings was negatively impacted by investments in merchandising in 2022 compared to 2021 and 2019.

results of operations.

If that project is significantly delayed or not completed more countries could implement digital services taxes, which could negatively impact our results of operations and cash flows.

Increased regulatory focus on online businesses, including online travel businesses like ours, could result in increased compliance costs or otherwise adversely affect our business.

For example, the Digital Markets Act ("DMA") and Digital Services Act ("DSA") give regulators in the EU more instruments to investigate and regulate digital businesses and impose new rules and requirements on platforms designated as "gatekeepers" under the DMA and online platforms more generally, with separate rules for "Very Large Online Platforms" under the DSA.

For example, the U.S. Dollar strengthened in 2022 versus both the Euro and British Pound Sterling by 11% and 10%, respectively, as compared to 2021.

As a

In January 2023, we saw an improvement in the monthly room night growth rate versus 2019 relative to the fourth quarter of 2022, with room nights growing about 26% versus January 2019, driven primarily by improvements in Europe, Rest of World, and Asia.

Consumers can also use our meta-search services to easily compare travel reservation information from hundreds of online travel platforms at once.

We also offer various other services to consumers and partners, such as travel-related insurance products and restaurant management services to restaurants.

We continue to increase the collaboration, cooperation, and interdependency among our brands to provide consumers with the most comprehensive services.

The results of our business outside of the U.S. consist of the results of Booking.com, agoda, and Rentalcars.com in their entirety and the parts of the KAYAK and OpenTable businesses located outside of the U.S. This classification is independent of where the consumer resides, where the consumer is physically located while using our services, or the location of the travel service provider or restaurant.

For example, a reservation made through Booking.com (which is domiciled in the Netherlands) at a hotel in New York by a consumer in the U.S. is part of the results of our businesses outside of the U.S. In 2021, the revenues from our businesses outside of the U.S. (the substantial majority of which is generated by Booking.com through facilitating accommodation reservations) represented approximately 87% of our consolidated revenues.

However, there have been periods of worsening trends due to spikes in COVID-19 cases and newly implemented travel restrictions, primarily related to new variants.

The cancellation rate in 2021 improved meaningfully when compared to 2020 but remained a few percentage points higher than in 2019.

Increases in cancellation rates can negatively impact our marketing efficiency and we may see increased customer service costs as we did early in the COVID-19 pandemic.

In 2021, we saw an increase in the share of room nights booked for international travel (travelers booking a stay at a property located outside their own country) versus 2020, however, the share remained well below 2019 levels.

We have seen an increase in the share of room nights booked on a mobile device and an increased share of mobile app bookings in 2021 as compared to 2019 and 2020.

In addition, our global ADRs in 2021 benefited from higher ADRs in Europe and North America as compared to 2019, driven by rate increases across many destination types with notable strength in beach-oriented leisure destinations.

Global ADRs in 2020 were meaningfully below 2019 ADRs due to the COVID-19 pandemic.

As the travel market continues to recover from the impact of the COVID-19 pandemic, we expect travel industry ADRs generally to increase from the pandemic lows in 2020, and as a result our ADRs to increase similarly, however, the pace of recovery and improvement in industry ADRs remains highly uncertain.

Prior to the COVID-19 pandemic, we experienced many years of growth in our accommodation reservation services.

We believe this growth 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 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 to consistently and effectively market our brands through performance and brand marketing efforts.

As the travel market recovers from the impact of the COVID-19 pandemic, we expect to see higher than pre-COVID-19 pandemic growth rates until we return to the level of travel market demand that we observed prior to the COVID-19 pandemic, after which we expect prior trends to generally resume.

However, we believe that we have an opportunity to grow the size of our business beyond pre-COVID-19 pandemic levels in both mature and less mature markets.

their expectations.

We have established widely used and recognized e-commerce brands through marketing and promotional campaigns.

Our marketing expenses, which are comprised of performance marketing and brand marketing expenses, declined significantly as a result of the negative impact on travel demand due to the COVID-19 pandemic.

In 2021, our marketing expense increased significantly versus 2020 as a result of the improving demand environment and our own efforts to invest in marketing, but remained below 2019 levels.

Total marketing expenses were $3.8 billion, $2.2 billion, and $5.0 billion for the years ended December 31, 2021, 2020, and 2019, respectively.

In 2021, the share of room nights booked by consumers coming directly to our platforms increased as compared to 2020 and 2019, which benefits marketing efficiency.

In 2021, ROIs were about in line with 2019 levels and increased versus 2020 when ROIs were negatively impacted by a significant increase in cancellation rates early in the COVID-19 pandemic.

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

We intend to

continue to improve the accommodation choices available for reservation on our platforms but the number of accommodations on our platforms may vary in part as a result of removing or adding accommodations from time to time.

Discounting and couponing coupled with a high degree of consumer shopping behavior is particularly common in Asian markets.

Many national governments have conducted or are conducting investigations into competitive practices within the online travel industry, and we may be involved or affected by such investigations and their results.

Some countries have adopted or proposed legislation that could also affect business practices within the online travel industry.

For example, France, Italy, Belgium, and Austria have passed legislation prohibiting parity contract clauses in their entirety.

Also, a number of governments are investigating or conducting information-gathering exercises with respect to compliance by online travel companies ("OTCs") with consumer protection laws, including practices related to the display of search results and search ranking algorithms, claims regarding discounts, disclosure of charges and availability, and similar messaging.

In December 2020, the European Commission proposed the Digital Markets Act and the Digital Services Act, which are expected to give regulators more instruments to investigate digital businesses and impose new rules on certain digital platforms if they are determined to be "gatekeepers." The proposed legislation is not final and it is not known what the laws will look like in their final forms.

If regulators were to determine that we are a gatekeeper under the proposed legislation, we could be subject to additional rules and regulations not applicable to all our competitors and our business could be harmed.

We

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

In December 2021, the spread of the Omicron variant and renewed travel restrictions in certain markets contributed to a 35% decline in room nights relative to December 2019.

In January 2022, we saw room nights decline about 22% relative to January 2019, and in the first half of February 2022 room nights were about in line with the first half of February 2019, in each case primarily driven by improving room night trends in Europe.

Given these rapid changes, particularly during the last six weeks, we cannot accurately predict the number of room nights that will be booked in the first quarter of 2022.

The objective of our policies is to mitigate potential income statement, cash [removed: flow] [added: flow,] and fair value exposures resulting from possible future adverse fluctuations in rates.

This evaluation includes the review of leading market indicators, discussions with financial analysts and investment bankers regarding current and future economic [removed: conditions] [added: conditions,] and the review of market projections as to expected future rates.

Our policy does not allow speculation in derivative instruments for profit [removed: or] [added: or, except in certain limited situations,] execution of derivative instrument contracts for which there are no underlying exposures.

At December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the outstanding aggregate principal amount of our debt was [removed: $11.1] [added: $12.5] billion and [removed: $12.2] [added: $11.1] billion, respectively.

We estimate that the fair value of such debt was approximately [removed: $12.1] [added: $12.4] billion and [removed: $14.0] [added: $12.1] billion at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The estimated fair value of [removed: our] [added: the Company's] debt in excess of the outstanding principal amount at December 31, 2021 [removed: and 2020] primarily relates to the conversion premium on the [removed: Convertible Senior Notes] [added: convertible senior notes due in May 2025] and the outstanding [removed: Senior Notes issued] [added: senior notes due] in April [removed: 2020.][added: 2030.]

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 estimated fair value of our other debt of approximately [removed: $401] [added: $522] million and [removed: $544] [added: $401] million at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

[removed: Therefore,] [added: Our businesses outside of the U.S. (see Note 17 to our Consolidated Financial Statements) represent a substantial majority of our financial results, but] because we report our results in U.S. Dollars, we face exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our businesses outside of the U.S. are translated from local currencies (principally Euros and British Pounds Sterling) into U.S. Dollars.

[removed: For example,] [added: Our] total revenues [removed: from our businesses outside of the U.S.] increased by [removed: 58% in 2021] [added: 56% for the year ended December 31, 2022] as compared to [removed: 2020,] [added: the year ended December 31, 2021,] but without the impact of changes in foreign currency exchange rates, [added: our total revenues] increased year-over-year on a constant-currency basis by approximately [removed: 57%.][added: 71%.]

Additionally, foreign currency exchange rate fluctuations on [removed: transactions,] [added: transactions] denominated in currencies other than the functional [removed: currency,] [added: currency] result in gains and losses that are reflected in our Consolidated Statements of Operations.

[removed: We have] [added: As of December 31, 2022, we had] a significant investment that [removed: is] [added: was] denominated in Hong Kong Dollars and the related impact from the movements in foreign currency exchange rates [removed: is] [added: was] recognized in "Other income (expense), net" in the Consolidated Statements of Operations.

The 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 "Other income (expense), net" in our Consolidated Statements of Operations (see [removed: Note] [added: Notes] 12 [added: and 21] to our Consolidated Financial Statements).

[removed: Such foreign currency transaction gains or losses are dependent on the amount] of [removed: net assets of] the Euro functional currency subsidiaries, the amount of the Euro-denominated debt that is designated as a [removed: hedge] [added: hedge,] and fluctuations in foreign currency exchange rates.

We generally enter into derivative instruments to [removed: minimize] [added: hedge our exposure to] the impact of [added: movements in] foreign currency exchange [removed: rate fluctuations] [added: rates] on our transactional balances denominated in currencies other than the functional currency.

We recorded net losses of [added: $963 million and] $569 million and net gains of [removed: $1.8] [added: $1.7] billion [removed: and $745 million related to these equity securities] for the years ended December 31, [removed: 2021, 2020,] [added: 2022, 2021] and [removed: 2019, respectively] [added: 2020, respectively, related to these equity securities] (see Notes 5 and 6 to our Consolidated Financial Statements).

The estimated fair [removed: values] [added: value] of our investments in equity securities of publicly-traded companies and private [removed: companies, excluding investments classified as debt securities for accounting purposes, were $2.9 billion and $325 million, respectively,] [added: companies] at December 31, [removed: 2021,] [added: 2022] and [removed: $3.1] [added: 2021 was $2.2] billion and [removed: $455 million, respectively, at December 31, 2020.][added: $3.2 billion, respectively.]

Our investments in private [removed: companies, excluding investments classified as debt securities for accounting purposes,] [added: companies] are measured at cost less impairment, if any.

A hypothetical 10% decrease in the fair values at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] of our investments in equity securities of publicly-traded companies and private companies would have resulted in a loss, before tax, of approximately [removed: $320] [added: $220] million and [removed: $355] [added: $320] million, respectively, being recognized in net income.

As of December 31, 2022, the outstanding principal amount of the Company's debt exceeds the fair value of debt mainly due to the increase in interest rates partially offset by the conversion premium on the convertible senior notes due in May 2025.

For example, the U.S. Dollar strengthened in 2022 versus both the Euro and British Pound Sterling by 11% and 10%, respectively, as compared to 2021.

See Note 5 to our Consolidated financial Statements.

As of December 31, 2022 and 2021, the carrying value of our Euro denominated debt was $7.6 billion and $6.2 billion, respectively.

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

Our businesses outside of the U.S. represent a substantial majority of our financial results.

As of February 22, 2022, the market prices of Meituan's shares, DiDi's ADSs, and Grab's shares decreased by 24%, 15%, and 27%, respectively, as compared to their respective market prices on December 31, 2021.

- [removed: continuing to build out] [added: increasing adoption of] our payments platform and payments capabilities across the Company; and

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

[removed: We seek to] [added: Our services] empower people to cut through travel [removed: barriers, such as] [added: barriers like] money, time, language, and overwhelming options, [removed: so they can use our services] to easily and confidently get 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.

[removed: Consumers can also use our] [added: KAYAK. KAYAK, headquartered in Stamford, Connecticut, provides online] meta-search services [added: that allow consumers] to easily [added: search and] compare travel [removed: reservation information, such as flight, hotel,] [added: itineraries] and [added: prices, including airline ticket, accommodation reservation, and] rental car [removed: reservations,] [added: reservation information] from hundreds of online travel platforms at once.

We continue to [removed: increase] [added: optimize] the [removed: collaboration, cooperation,] [added: collaboration] and [removed: interdependency] [added: cooperation] among our brands to provide consumers with the most comprehensive [removed: services] and [removed: maximize the benefits of our scale.][added: useful services for their needs.]

[removed: ][added: ]

For the year ended December 31, [removed: 2021,] [added: 2022,] we had revenues of [removed: $11.0] [added: $17.1] billion, which we classify as "agency" revenues, "merchant" revenues, and "advertising and other" revenues.

Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to [removed: travelers] [added: travelers, including the impact of merchandising,] less the amount owed to travel service providers); credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues.

We aim to demonstrate global leadership in online travel [removed: and restaurant reservation] [added: bookings] and related services by:

- making it easy for people to find, book, pay for, and experience [removed: their] travel [removed: desires;][added: throughout the world;]

[removed: As travel demand returns, we] [added: We] expect to benefit from this [removed: online] growth [removed: by expanding] [added: in travel and the continued shift to online channels as we work to expand] our service offerings and [removed: markets.][added: increase our presence in key geographies.]

[added: Provide the best consumer experience.] We focus on providing consumers with: (a) intuitive, easy-to-use online travel [removed: and restaurant reservation and search] services; (b) a comprehensive selection of [removed: accommodations, other] travel [removed: offerings, restaurants] and payment options; (c) informative and useful content, such as pictures, accommodation and restaurant details, reviews, and sustainability information; [removed: and] (d) excellent customer [removed: service.][added: service; and (e) value through competitive prices, special rate programs, and loyalty programs.]

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

We believe that our [removed: continued] work to build out our payments capabilities across the Company [removed: helps to remove some of the] [added: removes] friction [removed: in] [added: from] the booking process and [removed: enables us to offer] [added: delivers] additional value for travelers.

[removed: Further, we] [added: We] endeavor to provide excellent customer service in a variety of ways, including through 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.

[removed: Although the challenges of the COVID-19 pandemic persisted in 2021, we] [added: We] continue to innovate and invest in our services in order to [removed: emerge from the pandemic in a strong position to] meet the needs of [added: our] consumers and partners.

We seek to grow our business through innovation by providing a best-in-class user experience with intuitive, easy-to-use [removed: online platforms (i.e.,] websites and mobile [removed: apps)] [added: apps] and [added: by] building stronger relationships with our [removed: customers] [added: consumers] and partners.

In [removed: 2021,] [added: 2022,] we [removed: made progress in building out a] [added: continued to grow our] flight offering at Booking.com, including expanding into [removed: 34] [added: over 50] countries by the end of the year.

[removed: - Partner] [added: Partner] with travel service providers and restaurants. We aim to establish mutually beneficial relationships with travel service providers and restaurants around the world.

We believe [removed: that travel service providers and restaurants] [added: they] benefit from participating in our services by increasing their distribution channels, demand, profile and reputation, and inventory utilization in an efficient and cost-effective manner.

[removed: Travel service providers and restaurants] [added: They also] benefit from our trusted brands and marketing efforts, expertise in offering an excellent consumer experience, and ability to offer their inventory in markets and to consumers that they may otherwise be unable or unlikely to reach, for instance due to language or payments services we [removed: are able to] [added: can] offer on their behalf.

[removed: - Operate] [added: Operate] multiple brands. We operate multiple brands, which allows us to [removed: offer our services in ways that] appeal to different consumers, pursue distinct marketing and business strategies, encourage experimentation and [added: innovation, provide numerous service offerings, and focus on specific markets or geographies.]

[removed: At the same time, we] [added: We] continue to [removed: increase the collaboration, cooperation, and interdependency] [added: optimize collaboration] among our brands [removed: in our efforts] to provide consumers with the most comprehensive and value-oriented services.

We invest [removed: resources] to support [removed: organic] growth by [removed: all] our brands, whether through increased marketing, geographic expansion, technological innovation, or increased access to [removed: accommodations, flights, rental cars, restaurants, or other services.][added: travel service offerings.]

[removed: -] Invest in profitable and sustainable growth. We seek to offer online services that meet the needs and the expectations of [removed: consumers, travel service providers,] [added: consumers] and [removed: restaurants] [added: partners] and that we believe will result in mutual long-term profitability and growth.

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

In [removed: 2021,] [added: 2022,] we continued to scale our flight offerings to more markets, and offer payments solutions to more [removed: customers] [added: consumers] and partners.

We also regularly evaluate, and may [removed: pursue and consummate,] [added: pursue,] potential strategic acquisitions, partnerships, joint ventures, or [removed: investments, whether to expand our businesses into complementary areas, expand] [added: investments as part of] our [removed: current businesses, acquire innovative technology, or for other reasons.][added: long-term business strategy.]

At December 31, [removed: 2021,] [added: 2022,] Booking.com offered accommodation reservation services for approximately [removed: 2.4] [added: 2.7] million properties in over 220 countries and territories and in over 40 languages, consisting of over 400,000 hotels, motels, and resorts and [removed: over 1.9] [added: 2.3] million homes, apartments, and other unique places to stay.

In [removed: 2021,] [added: 2022,] Booking.com significantly expanded its flight offering to [removed: 34] [added: 54] markets and in-destination tours and activities to more than [removed: 840] [added: 1,200] cities around the world.

Rentalcars.com operates as part of Booking.com and offers online rental car reservation services in over [removed: 48,800] [added: 52,000] 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: 1,450] [added: 1,600] airports throughout the world.

Priceline offers consumers hotel, flight, [added: activity,] and rental car reservation services, as well as vacation packages, cruises, and hotel distribution services for partners and affiliates.

We have established widely used and recognized e-commerce brands through marketing and promotional campaigns, particularly strategic use of performance marketing [removed: spend, which can be variable based on travel demand, and which saw increased volatility during the COVID-19 pandemic.][added: spend.]

We [removed: have invested considerable resources in establishing and maintaining our brands, and intend to continue to] invest resources in marketing and other brand building to preserve and enhance consumer awareness of our brands.

The markets for the services we offer are intensely competitive, constantly evolving, and subject to rapid change, and current and new competitors can [added: and do] launch new services at a relatively low cost.

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

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

- travel service providers [removed: such as accommodation providers,] [added: (e.g., accommodations,] rental car [removed: or car- or ride-sharing] companies, [removed: and airlines, and other travel service providers, many of which] [added: or airlines) that] have their own branded online platforms to which they drive business;

Violations [added: of any laws or regulations] could result in fines, penalties, [removed: and/or] [added: and] criminal sanctions against us, our officers, or our employees, [removed: and/or] [added: and] prohibitions on how [added: or where] we conduct or propose to conduct our business.

As most countries have emerged from the COVID-19 pandemic and removed travel restrictions, travelers have resumed exploring the world.

We are proud that, despite challenges to our global community such as the invasion of Ukraine by Russia, the impact of persistent inflation on consumers, and widespread travel disruptions at airports in North America and Europe, as well as the ongoing effects of the COVID-19 pandemic, we continued our efforts to make our brands the most trusted and convenient platforms for consumers and partners, including:

- surpassing pre-pandemic room nights for the first time in the second quarter;

- continuing to increase room nights and brand awareness in key markets such as the U.S.;

- launching Rooms for Refugees at Booking.com to assist those displaced by the war in Ukraine to book free and discounted rooms;

- improving our loyalty programs, particularly the Genius program at Booking.com, and increasing our focus on value for our consumers;

- improving and expanding visibility of our flight offering at Booking.com;

- expanding our Travel Sustainable program to more of our supply partners and across our relevant brands.

We connect consumers making travel reservations with travel service providers around the world through our online platforms.

Substantially all of our agency revenue is from Booking.com's accommodation reservations.

The majority of our merchant revenue is from Booking.com's accommodation reservations.

We believe that global travel bookings will generally continue to grow while shifting from traditional offline methods to online channels like ours, which is a trend we have observed throughout our company's history.

An increasing percentage of our room

nights are booked on our mobile apps and in 2022 Booking.com’s mobile app was the most downloaded online travel agency app globally and in the U.S. according to third-party research firm Apptopia.

We continue to execute against our long-term strategy to build a seamless offering of multiple elements of travel, allowing us to provide a more tailored and flexible consumer experience, which we refer to as the "Connected Trip." In the near term, we are focused on providing consumers the ability to build a complete travel itinerary on our platforms by, for example, enabling them to book a convenient taxi or rental car to coincide with their flight arrival or attractions near their accommodation, and developing travel wallet capabilities.

We expect that these developments will benefit our consumers and partners.

For example, we expanded our Travel Sustainable program across relevant Booking Holdings brands in 2022 with more than 400,000 accommodations recognized globally with our Travel Sustainable badge as of December 31, 2022.

Many other U.S. states and jurisdictions globally have adopted or may adopt similar data protection regulations.

Some data protection and privacy

- *Competition, Consumer Protection and Online Commerce*: Competition and consumer protection laws and regulations impact various aspects of our business.

The Digital Markets Act ("DMA") and Digital Services Act ("DSA") give regulators in the EU more instruments to investigate and regulate digital businesses and impose new rules and requirements on platforms designated as "gatekeepers" under the DMA and online platforms more generally, with separate rules for "Very Large Online Platforms" ("VLOPs") under the DSA.

If the European Commission determines that we are a gatekeeper or one of our brands is a VLOP, we will be subject to additional rules and regulations that may not be applicable to our competitors.

- *Regulation of the Travel Industr*y: Our business could be impacted by travel-related regulations such as local regulation of the use of alternative accommodations.

In addition, in response to the significant increase in travelers in 2022, local jurisdictions and tourist destinations around the world have instituted a variety of measures to address the issues of "overtourism" and the impact of tourism on climate.

As our business evolves, we expect to become subject to existing and new regulations.

Technology

Any system failure that causes an interruption or delay in service could impair our reputation, damage our brands, increase customer service costs, or result in lost business, any of which could have a material adverse effect on our business and results of operations.

For further discussion of our technology and how it may impact our business, see Part I, Item 1A-Risk Factors - "*Information Security, Cybersecurity, and Data Privacy Risks*."

We rely on intellectual property such as trademarks, copyrights, patents, and trade secrets to support our business as well as domain names or other intangible rights or property secured through purchase, licensing or other agreements with employees, travel service providers, partners, and other parties.

We have filed various applications for protection of certain aspects of our intellectual property in the United States and other jurisdictions, and we currently hold a number of issued patents in several jurisdictions.

However, in 2022, we saw the booking window expand compared to 2021.

While the COVID-19 pandemic resulted in a significant shift to office and remote working environments, we are committed to engaging with our employees across our Company and maintaining a productive workforce that is proud to work for Booking Holdings.

While we continue to optimize the collaboration among our brands, our structure often manifests in varied approaches to human capital management.

Our commitment to diversity, inclusion, and belonging means honoring all experiences, valuing all voices, and leading with empathy on our journey to become a more inclusive company.

As of December 31, 2022, approximately 47% of our employees were women, approximately 25% of our technology positions were filled by women, and approximately 31% of leadership (which includes vice presidents and above for all brands except Booking.com, which includes senior directors and above due to a greater number of employees) were women.

For example, all of our brands include diversity and inclusion questions in annual employee engagement surveys to gauge our inclusivity progress.

As part of our recruitment efforts to ensure that candidate slates are diverse, we use diversity-focused sourcing platforms, we apply an inclusive language tool to job descriptions to attract historically underrepresented candidates, and we hold recruiters accountable for presenting multicultural candidates by tying it to their performance goals.

We have invested in a robust inclusive leadership training program and unconscious bias training for our leaders with plans to cascade these initiatives further into the organization to ensure that these tenets are core to our strategy.

As a result, the competition for talent in our industry combined with inflationary pressure on compensation has caused our expenses to attract and retain key talent to increase.

Taking into account employee feedback, our engagement efforts include regular communication touchpoints with the CEO and other senior leaders, virtual mental wellness workshops, and free access to a meditation app and telehealth services.

The COVID-19 pandemic has continued to profoundly impact our business, employees, partners, consumers, communities, and stockholders.

We were encouraged to see the distribution of vaccines and the development of other medical interventions to COVID-19 during 2021, but the emergence of new variants continues to make the shape and timing of a recovery uncertain.

We remain confident that over time there will be a strong recovery for travel demand globally, and are focused on executing on our key strategic priorities so we emerge from this period in a position of strength.

As we continue our efforts to make our brands the most trusted and convenient platforms for consumers and partners, we have taken important actions in 2021 including:

- expanding and enhancing our flight product at Booking.com, which is a key component of our Connected Trip vision;

- entering into an agreement to acquire Etraveli Group in November and completing our acquisition of Getaroom in December;

- increasing our internal collaboration efforts;

- launching new product features to make travel more sustainable and inclusive.

We connect consumers wishing to make travel reservations with travel service providers around the world through our online platforms, which allow consumers to: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels, and other alternative and traditional accommodations properties) and a flight to their destination; make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a vacation package, tour, activity, or cruise.

In addition, we offer other services to consumers and partners, such as travel-related insurance products and restaurant management services to restaurants.

For example, when a traveler books an accommodation through Booking.com, we may offer relevant rental car or airport transfer transportation services

supported by our Rentalcars.com brand, and hotel reservations available through Booking.com are also generally available through agoda and Priceline.

The results of our business outside of the U.S. consist of the results of Booking.com, agoda, and Rentalcars.com in their entirety, and the parts of the KAYAK and OpenTable businesses located outside the U.S. This classification is independent of where the consumer resides, where the consumer is physically located while using our services or the location of the travel service provider or restaurant.

For example, a reservation made through Booking.com (which is domiciled in the Netherlands) at a hotel in New York by a consumer in the United States is part of the results of our businesses outside of the U.S. During the year ended December 31, 2021, the revenues from our businesses outside of the U.S. (the substantial majority of which is generated by Booking.com) represented approximately 87% of our consolidated revenues.

We earn a significant majority of our revenues from facilitating accommodation reservations.

See Note 18 to the Consolidated Financial Statements for more geographic information.

Although new variants of COVID-19 continue to make the shape and timing of recovery uncertain, we believe the global online travel and dining industries will gradually return to pre-pandemic levels and consumer purchasing will continue to shift from traditional offline to online channels.

- Provide the best consumer experience. Offering consumers an outstanding online experience is essential to our success.

As a result, we continue to execute against our long-term strategy to build a 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, paying, coordinating itineraries among travel service providers, and automatic rescheduling.

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 companion diners, reschedule the car arranged for airport transfer, find a later connecting flight, offer one-click rebooking and payment for any other changes, and manage other impacts from the delayed flight.

We believe offering travelers a compelling flight product alongside our other travel products is a key component of our Connected Trip vision.

We expect that these developments will benefit our travelers, travel service providers, and restaurant partners, as well as provide a compelling and differentiated service offering that will drive enhanced loyalty and frequency over time.

innovation, provide numerous service offerings, and focus on specific markets or geographies.

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.

For instance, in December 2021, we completed the acquisition of Getaroom, a business-to-business distributor of hotel rooms, which in conjunction with our Priceline business we expect to increase value for both hotel and affiliate partners, and in November 2021, we entered into an agreement to acquire European-based flights booking provider Etraveli Group.

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 online travel platforms at once.

Examples of these laws and regulations, which vary and sometimes conflict, include the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the proposed Digital Services Act and Digital Markets Act in the European Union, and local laws or regulations relating to corrupt payments to governmental officials or third parties, data privacy requirements, labor relations, non-discrimination, human rights, anti-human trafficking, taxes, antitrust or competition laws, sanctioned countries or sanctioned persons, and consumer protection laws.

- *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.

meet evolving stakeholder expectations, and support business innovation and growth.

- *Competition, Consumer Protection and Online Commerce*: Competition and consumer protection laws and regulations around the world impact aspects of our business including contractual parity arrangements with accommodation providers and the manner in which we display information on our platform.

The European Commission’s proposed Digital Markets Act and Digital Services Act legislation is expected to give regulators more instruments to investigate digital businesses and impose new rules on certain digital platforms if they are determined to be "gatekeepers." The proposed legislation is not final and it is not known what the laws will look like in their final forms.

If regulators were to presume that we are a gatekeeper under the Digital Markets Act as currently proposed and we are not successful in rebutting that presumption, we would be subject to additional rules and regulations not applicable to all our competitors and our business could be harmed.

- *Regulation of the Travel Industr*y: Our business could be impacted by travel-related regulations such as those imposed by local jurisdictions to regulate the use of alternative accommodations and address the issue of "overtourism." As our business evolves, in particular as we offer linked travel arrangements or travel packages as a part of the Connected Trip, we expect to become subject to existing and new regulations.

Operations and Technology

These systems and platforms are generally independent among our brands, though some have become more connected or shared over time.

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.

We provide customer service through a mix of in-house call centers and outsourced third-party services.

Over time and through acquisitions, we have assembled a portfolio of patents, trademarks, service marks, copyrights, domain names, and trade secrets covering our services.

We protect our intellectual property rights by relying on national, federal, state, and common law rights, as well as a variety of administrative procedures, regulations, conventions, and treaties throughout the world.

We also rely on contractual restrictions to protect our proprietary rights.

A description of any material legal proceedings to which we are a party is included in [removed: [Note 16](#i015825ada6294a89a879c0e0c854ff74_181)] [added: [Note](#ic60330e838724e9792798886e94028b9_187) [16](#ic60330e838724e9792798886e94028b9_187)] to our Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] and is incorporated into this Item 3 by [removed: reference thereto.][added: reference.]

For the fiscal year ended: December 31, [removed: 2021][added: 2022]

| [removed: 0.800%] [added: 4.000%] Senior Notes Due [removed: 2022] [added: 2026] | | | | | | BKNG [removed: 22A] [added: 26] | | | | | | The NASDAQ Stock Market LLC | | | | | |

| [removed: 2.150%] [added: 4.250%] Senior Notes Due [removed: 2022] [added: 2029] | | | | | | BKNG [removed: 22] [added: 29] | | | | | | The NASDAQ Stock Market LLC | | | | | |

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 [removed: issued its audit report.]

The aggregate market value of common stock held by non-affiliates of Booking Holdings Inc. at June 30, [removed: 2021] [added: 2022] was approximately [removed: $89.7] [added: $70.1] 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: 2021] [added: 2022] 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: 40,887,702] [added: 37,648,373] at February 16, [removed: 2022.][added: 2023.]

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: 9, 2022,] [added: 6, 2023,] 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: 2021.][added: 2022.]

Booking Holdings Inc. Annual Report on Form 10-K for the Year Ended December 31, [removed: 2021] [added: 2022] Index

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| [Consolidated Financial [removed: Statements](#i015825ada6294a89a879c0e0c854ff74_100)] [added: Statements](#ic60330e838724e9792798886e94028b9_103)] | | | | | | [removed: [71](#i015825ada6294a89a879c0e0c854ff74_100)] [added: [68](#ic60330e838724e9792798886e94028b9_103)] | | |

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| 4.500% Senior Notes Due 2031 | | | | | | BKNG 31 | | | | | | The NASDAQ Stock Market LLC | | | | | |

| 4.750% Senior Notes Due 2034 | | | | | | BKNG 34 | | | | | | The NASDAQ Stock Market LLC | | | | | |

| | | | | | | | | | | | | | | | | | |

issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#ic60330e838724e9792798886e94028b9_13) | | | | | | [1](#ic60330e838724e9792798886e94028b9_13) | | |

| [PART II](#ic60330e838724e9792798886e94028b9_34) | | | | | | [34](#ic60330e838724e9792798886e94028b9_34) | | |

| [PART IV](#ic60330e838724e9792798886e94028b9_91) | | | | | | [61](#ic60330e838724e9792798886e94028b9_91) | | |

| [Signatures](#ic60330e838724e9792798886e94028b9_100) | | | | | | [66](#ic60330e838724e9792798886e94028b9_100) | | |

| [PART I](#i015825ada6294a89a879c0e0c854ff74_13) | | | | | | [1](#i015825ada6294a89a879c0e0c854ff74_13) | | |

| [PART II](#i015825ada6294a89a879c0e0c854ff74_34) | | | | | | [36](#i015825ada6294a89a879c0e0c854ff74_34) | | |

| [PART IV](#i015825ada6294a89a879c0e0c854ff74_88) | | | | | | [64](#i015825ada6294a89a879c0e0c854ff74_88) | | |

| [Signatures](#i015825ada6294a89a879c0e0c854ff74_97) | | | | | | [69](#i015825ada6294a89a879c0e0c854ff74_97) | | |

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, 2021.

Expectations for the ways and places in which employees work have shifted dramatically as a result of the COVID-19 pandemic.

As our brand companies have considered hybrid and flexible work-from-home policies for the longer term, we expect to make changes to our facilities requirements in the future.

At February 16, [removed: 2022,] [added: 2023,] there were approximately [removed: 140] [added: 130] shareholders of record of Booking Holdings Inc.'s common stock.

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 [removed: (i) prior to the delivery of financial statements for the three months ending June 30, 2022,] we [removed: have at least $6.0 billion of liquidity on a pro forma basis, based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility 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.

At December 31, [removed: 2021,] [added: 2022,] we were in compliance with the [removed: minimum liquidity] [added: relevant maximum leverage ratio] covenant.

The following graph shows the total stockholder return through December 31, [removed: 2021] [added: 2022] of an investment of $100 in cash on December 31, [removed: 2016] [added: 2017] for our common stock and an investment of $100 in cash on December 31, [removed: 2016] [added: 2017] 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 [added: performance.]

[removed: ][added: ]

The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, [removed: 2021:][added: 2022:]

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

| 2017 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | |

| 2018 | | | | | | 99.12 | | | | | | 97.16 | | | | | | 95.62 | | | | | | 89.34 | | |

| 2019 | | | | | | 118.18 | | | | | | 132.81 | | | | | | 125.72 | | | | | | 126.80 | | |

| 2020 | | | | | | 128.17 | | | | | | 192.47 | | | | | | 148.85 | | | | | | 174.13 | | |

| 2021 | | | | | | 138.07 | | | | | | 235.15 | | | | | | 191.58 | | | | | | 170.44 | | |

| 2022 | | | | | | 115.97 | | | | | | 158.65 | | | | | | 156.89 | | | | | | 103.35 | | |

| October 1, 2022 — | | | | | | 340,381 | | | (1) | | | $ | 1,748 | | | | | 340,381 | | | | | | $ | 5,646,693,772 | | | | | (1) | | |

| October 31, 2022 | | | | | | 13 | | | (2) | | | $ | 1,664 | | | | | N/A | | | | | | N/A | | | | | | | | |

| November 1, 2022 — | | | | | | 421,097 | | | (1) | | | $ | 1,947 | | | | | 421,097 | | | | | | $ | 4,826,709,181 | | | | | (1) | | |

| November 30, 2022 | | | | | | 1,828 | | | (2) | | | $ | 2,013 | | | | | N/A | | | | | | N/A | | | | | | | | |

| December 1, 2022 — | | | | | | 468,326 | | | (1) | | | $ | 1,991 | | | | | 468,326 | | | | | | $ | 3,894,328,381 | | | | | (1) | | |

| December 31, 2022 | | | | | | 792 | | | (2) | | | $ | 1,945 | | | | | N/A | | | | | | N/A | | | | | | | | |

| Total | | | | | | 1,232,437 | | | | | | | | | | | | 1,229,804 | | | | | | $ | 3,894,328,381 | | | | | | | |

The table above does not include adjustments during the three months ended December 31, 2022 to previously withheld share amounts (addition of ten shares) that reflect changes to the estimates of employee tax withholding obligations.

performance.

| 2016 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | |

| 2017 | | | | | | 118.53 | | | | | | 129.64 | | | | | | 121.83 | | | | | | 151.38 | | |

| 2018 | | | | | | 117.49 | | | | | | 125.96 | | | | | | 116.49 | | | | | | 150.63 | | |

| 2019 | | | | | | 140.08 | | | | | | 172.17 | | | | | | 153.17 | | | | | | 200.37 | | |

| 2020 | | | | | | 151.92 | | | | | | 249.51 | | | | | | 181.35 | | | | | | 312.97 | | |

| 2021 | | | | | | 163.65 | | | | | | 304.85 | | | | | | 233.41 | | | | | | 330.56 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| October 1, 2021 — | | | | | | — | | | (1) | | | N/A | | | | | | — | | | | | | $ | 10,420,229,500 | | | | | (1) | | |

| October 31, 2021 | | | | | | 28 | | | (2) | | | $ | 2,383.02 | | | | | N/A | | | | | | N/A | | | | | | | | |

| November 1, 2021 — | | | | | | — | | | (1) | | | N/A | | | | | | — | | | | | | $ | 10,420,229,500 | | | | | (1) | | |

| November 30, 2021 | | | | | | 998 | | | (2) | | | $ | 2,478.32 | | | | | N/A | | | | | | N/A | | | | | | | | |

| December 1, 2021 — | | | | | | — | | | (1) | | | N/A | | | | | | — | | | | | | $ | 10,420,229,500 | | | | | (1) | | |

| December 31, 2021 | | | | | | 757 | | | (2) | | | $ | 2,209.38 | | | | | N/A | | | | | | N/A | | | | | | | | |

| Total | | | | | | 1,783 | | | | | | $ | 2,362.64 | | | | | — | | | | | | $ | 10,420,229,500 | | | | | | | |

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: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] 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, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019;] [added: 2020;] Notes to [removed: the] [added: our] Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such [added: a] term is defined under Exchange Act Rule 13a-15(e).

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: 2021.][added: 2022.]

*Management's Report on Internal Control Over Financial Reporting.* Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such [added: a] term is defined in Exchange Act Rule 13a-15(f).

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Our independent registered public accounting firm also attested [removed: to,] [added: to] and reported on the effectiveness of internal control over financial reporting.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in [removed: conditions,] [added: conditions] or that the degree of compliance with the policies or procedures may deteriorate.

*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: 2021] [added: 2022] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[removed: We expect the system implementations and process] [added: The impact of such] changes to [removed: impact] our [added: processes and procedures related to] internal control over financial [removed: reporting.][added: reporting is not material.]

We have audited the internal control over financial reporting of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 consolidated financial statements as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February 23, [removed: 2022,] [added: 2023,] expressed an unqualified opinion on those financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Management's Report on Internal Control Over Financial [removed: Reporting." Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.][added: Reporting".]

In 2022, we began a multi-year implementation to integrate and upgrade certain cross-brand global financial systems and processes, including but not limited to SAP S4 Hana ("SAP").

The first phase of this implementation became operational in 2022 at select financially immaterial entities at Booking.com.

We expect the remaining Booking.com entities to go live in 2023 as part of the next phase of this implementation.

As a result, there will be certain material changes to our processes and procedures that impact our internal control over financial reporting.

We believe we are taking the necessary steps to monitor and maintain appropriate internal control over financial reporting during this period of change.

While we expect this implementation to strengthen our internal financial controls by automating certain manual processes and standardizing business processes and reporting across our organization, management will continue assessing changes to our internal controls during subsequent periods.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

February 23, 2023

On December 30, 2021, we acquired Getaroom and its related accounts are included in our Consolidated Financial Statements beginning on the acquisition date.

The scope of our assessment of internal control over financial reporting excludes Getaroom, which represents, excluding goodwill and intangibles, less than 1% of our consolidated total assets as of December 31, 2021.

In connection with the initiative to integrate and upgrade certain global financial systems and processes, we are in the early stages of a multi-year phased migration in fiscal 2022.

This change is part of a cross-brand initiative to implement SAP’s S4/HANA and select supporting systems.

Management will assess changes to internal controls as part of management’s annual evaluation of internal control over financial reporting.

As described in Management's Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Getaroom, which was acquired on December 30, 2021 and whose financial statements constitute, excluding goodwill and intangibles, less than 1% of total assets of the consolidated financial statement amounts as of December 31, 2021.

Accordingly, our audit did not include the internal control over financial reporting at Getaroom.

February 23, 2022

Information required by Part III, Item 10 will be included in our Proxy Statement relating to our [removed: 2022] [added: 2023] 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: 2021,] [added: 2022,] and is incorporated herein by reference.

Information required by Part III, Item 11 will be included in our Proxy Statement relating to our [removed: 2022] [added: 2023] 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: 2021,] [added: 2022,] and is incorporated herein by reference.

Information required by Part III, Item 12 will be included in our Proxy Statement relating to our [removed: 2022] [added: 2023] 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: 2021,] [added: 2022,] and is incorporated herein by reference.

Information required by Part III, Item 13 will be included in our Proxy Statement relating to our [removed: 2022] [added: 2023] 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: 2021,] [added: 2022,] and is incorporated herein by reference.

Information required by Part III, Item 14 will be included in our Proxy Statement relating to our [removed: 2022] [added: 2023] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] 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, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019;] [added: 2020;] Notes to [removed: the] [added: our] Consolidated Financial Statements; and Report of Independent Registered Public Accounting Firm.

| [removed: [3](https://www.sec.gov/Archives/edgar/data/1075531/000107553121000036/amendedby-lawsex32.htm)[.](https://www.sec.gov/Archives/edgar/data/1075531/000107553121000036/amendedby-lawsex32.htm)[3](https://www.sec.gov/Archives/edgar/data/1075531/000107553121000036/amendedby-lawsex32.htm)(b)] [added: [3.3](https://www.sec.gov/Archives/edgar/data/1075531/000107553121000036/amendedby-lawsex32.htm)(b)] | | | Amended and Restated By-Laws of Booking Holdings Inc., dated as of June 4, 2021. | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_1.htm)[3](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_1.htm)(d)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_1.htm)(d)] | | | Indenture, dated as of September 23, 2014, between the Company and Deutsche Bank Trust Company Americas, as Trustee. | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000104746917005098/a2232922zex-4_1.htm)[4](http://www.sec.gov/Archives/edgar/data/1075531/000104746917005098/a2232922zex-4_1.htm)(e)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/1075531/000104746917005098/a2232922zex-4_1.htm)(e)] | | | Indenture, dated as of August 8, 2017, between the Company and U.S. Bank National Association, as trustee. | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000110465914067490/a14-21234_1ex4d1.htm)[5](http://www.sec.gov/Archives/edgar/data/1075531/000110465914067490/a14-21234_1ex4d1.htm)(f)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1075531/000110465914067490/a14-21234_1ex4d1.htm)(f)] | | | Form of 2.375% Senior Note due 2024. | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000110465914068530/a14-21505_1ex4d1.htm)[6](http://www.sec.gov/Archives/edgar/data/1075531/000110465914068530/a14-21505_1ex4d1.htm)(g)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/1075531/000110465914068530/a14-21505_1ex4d1.htm)(g)] | | | Officers' Certificate, dated September 23, 2014, for the 2.375% Senior Notes due 2024. | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000110465915015804/a15-5077_5ex4d1.htm)[7](http://www.sec.gov/Archives/edgar/data/1075531/000110465915015804/a15-5077_5ex4d1.htm)(h)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/1075531/000110465915015804/a15-5077_5ex4d1.htm)(h)] | | | Form of 1.800% Senior Note due 2027. | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000110465915016716/a15-5856_1ex4d1.htm)[8](http://www.sec.gov/Archives/edgar/data/1075531/000110465915016716/a15-5856_1ex4d1.htm)(i)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/1075531/000110465915016716/a15-5856_1ex4d1.htm)(i)] | | | Officers' Certificate, dated March 3, 2015, for the 1.800% Senior Notes due 2027. | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019192/a15-6140_5ex4d1.htm)[9](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019192/a15-6140_5ex4d1.htm)(j)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019192/a15-6140_5ex4d1.htm)(j)] | | | Form of 3.650% Senior Note due 2025. | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019590/a15-6763_1ex4d1.htm)[10](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019590/a15-6763_1ex4d1.htm)(k)] [added: [4.10](http://www.sec.gov/Archives/edgar/data/1075531/000110465915019590/a15-6763_1ex4d1.htm)(k)] | | | Officers' Certificate, dated March 13, 2015, for the 3.650% Senior Notes due 2025. | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_2.htm)[1](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_2.htm)(d)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d1.htm)[1](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d1.htm)(l)] | | | Form of [removed: 2.15%] [added: 3.600%] Senior Note due [removed: 2022.] [added: 2026.] | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_3.htm)[2](http://www.sec.gov/Archives/edgar/data/1075531/000104746915008969/a2226734zex-4_3.htm)(d)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d2.htm)[2](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d2.htm)(l)] | | | Officers' Certificate, dated [removed: November 25, 2015,] [added: May 23, 2016,] for the [removed: 2.15%] [added: 3.600%] Senior Notes due [removed: 2022.] [added: 2026.] | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d1.htm)[3](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d1.htm)(l)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d1.htm)[3](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d1.htm)(n)] | | | Form of [removed: 3.600%] [added: 2.750%] Senior Note due [removed: 2026.] [added: 2023.] | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465917015831/a17-8134_1ex4d1.htm)[5](http://www.sec.gov/Archives/edgar/data/1075531/000110465917015831/a17-8134_1ex4d1.htm)(m)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)[5](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)(n)] | | | Form of [removed: 0.800%] [added: 3.550%] Senior Note due [removed: 2022.] [added: 2028.] | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465917015831/a17-8134_1ex4d2.htm)[6](http://www.sec.gov/Archives/edgar/data/1075531/000110465917015831/a17-8134_1ex4d2.htm)(m)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d3.htm)[14](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d3.htm)(n)] | | | Officers' Certificate, dated [removed: March 10,] [added: August 15,] 2017, [removed: for] [added: with respect to] the [removed: 0.800%] [added: 2.750%] Senior Notes due [removed: 2022.] [added: 2023.] | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d3.htm)[8](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d3.htm)(n)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d4.htm)[16](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d4.htm)(n)] | | | Officers' Certificate, dated August 15, 2017, with respect to the [removed: 2.750%] [added: 3.550%] Senior Notes due [removed: 2023.] [added: 2028.] | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)[19](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)(n)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-2.htm)[28](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-2.htm)(o)] | | | Form of [removed: 3.550%] [added: 0.500%] Senior Note due 2028. | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d4.htm)[0](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d4.htm)(n)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-4.htm)[29](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-4.htm)(o)] | | | Officers' Certificate, dated [removed: August 15, 2017,] [added: March 8, 2021,] with respect to the [removed: 3.550%] [added: 0.500%] Senior Notes due 2028. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)[1](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)(ff)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)[17](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)(ff)] | | | Description of the Company's Common Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex424.htm)[2](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex424.htm)(ff)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)[18](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)(ff)] | | | Description of the Company's [removed: 0.800%] [added: 2.375%] Senior Notes due [removed: 2022] [added: 2024] Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex425.htm)[3](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex425.htm)(ff)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)[19](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)(ff)] | | | Description of the Company's [removed: 2.150%] [added: 1.800%] Senior Notes due [removed: 2022] [added: 2027] Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)[4](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)(ff)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2028notes.htm)[1](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2028notes.htm)(kk)] | | | Description of the Company's [removed: 2.375%] [added: 0.500%] Senior Notes due [removed: 2024] [added: 2028] Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)[5](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)(ff)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2025notes.htm)[20](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2025notes.htm)(kk)] | | | Description of the Company's [removed: 1.800%] [added: 0.100%] Senior Notes due [removed: 2027] [added: 2025] Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.26](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2025notes.htm)] [added: [4.38](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2026notes.htm)] | | | Description of the Company's [removed: 0.100%] [added: 4.000%] Senior Notes due [removed: 2025] [added: 2026] Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2028notes.htm)] [added: [4.39](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2029notes.htm)] | | | Description of the Company's [removed: 0.500%] [added: 4.250%] Senior Notes due [removed: 2028] [added: 2029] Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)[28](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)(dd)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)[2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)(dd)] | | | Form of 4.625% Senior Note due 2030. | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)[29](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)(dd)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)[3](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)(dd)] | | | Officer’s Certificate, dated April 13, 2020, with respect to the 4.625% Senior Notes due 2030. | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)[0](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)(dd)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)[24](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)(dd)] | | | Form of 0.750% Convertible Senior Note due 2025. | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)[1](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)(dd)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)[25](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)(dd)] | | | Indenture, dated as of April 14, 2020, between Booking Holdings Inc. and U.S. Bank National Association, as trustee. | | |

| [removed: [4.32](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-1.htm)(o)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-1.htm)[26](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-1.htm)(o)] | | | Form of 0.100% Senior Note due 2025. | | |

| [removed: [4.33](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-3.htm)(o)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-3.htm)[27](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-3.htm)(o)] | | | Officers' Certificate, dated March 8, 2021, with respect to the 0.100% Senior Notes due 2025. | | |

| [removed: [4.34](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-2.htm)(o)] [added: [4.34](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-3.htm)(ll)] | | | Form of [removed: 0.500%] [added: 4.500%] Senior Note due [removed: 2028.] [added: 2031.] | | |

| [removed: [4.35](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-4.htm)(o)] [added: [4.35](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-7.htm)(ll)] | | | Officers' Certificate, dated [removed: March 8, 2021,] [added: November 15, 2022,] with respect to the [removed: 0.500%] [added: 4.500%] Senior Notes due [removed: 2028.] [added: 2031.] | | |

| [10.20](http://www.sec.gov/Archives/edgar/data/1075531/000107553119000047/a2019creditagreement.htm)(z) | | | Credit Agreement, dated as of August 14, 2019, among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, [removed: N.A.] [added: N.A.,] as Administrative Agent. | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1075531/000107553119000054/letteragmt.htm)(aa)+] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1075531/000107553119000054/letteragmt.htm)(mm)+] | | | Letter Agreement, dated October 24, [removed: 2019] [added: 2019,] by and between the Company and Glenn D. Fogel. | | |

| [10.23](https://www.sec.gov/Archives/edgar/data/1075531/000110465920044490/tm2015100d3_ex10-1.htm)(cc) | | | [removed: Amendment,] [added: Amendment No. 1,] 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)(ee) | | | [removed: Amendment,] [added: Amendment No. 2,] 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. | | |

| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/booking-amendmentno3tocred.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/booking-amendmentno3tocred.htm)(kk)] | | | [removed: Amendment,] [added: Amendment No. 3,] 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. | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/bkng1231202110kex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/bkng12312210kex21.htm)] | | | List of Subsidiaries. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/bkng1231202110kex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/bkng12312210kex231.htm)] | | | Consent of Deloitte & Touche LLP. | | |

| [4](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-1.htm)[.30](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-1.htm)(ll) | | | Form of 4.000% Senior Note due 2026. | | |

| [4.31](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-5.htm)(ll) | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.000% Senior Notes due 2026. | | |

| [4.32](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-2.htm)(ll) | | | Form of 4.250% Senior Note due 2029. | | |

| [4.33](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-6.htm)(ll) | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.250% Senior Notes due 2029. | | |

| [4.36](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-4.htm)(ll) | | | Form of 4.750% Senior Note due 2034. | | |

| [4.37](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-8.htm)(ll) | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.750% Senior Notes due 2034. | | |

| [4.40](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2031notes.htm) | | | Description of the Company's 4.500% Senior Notes due 2031 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.41](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2034notes.htm) | | | Description of the Company's 4.750% Senior Notes due 2034 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [10.30](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000046/saleleasebackspaexredacted.htm)(nn) | | | Agreement for the Sale and Purchase of the Booking Campus in Amsterdam, the Netherlands, dated as of December 14, 2022, by and among Booking.com Real Estate Amsterdam B.V., as the Seller, D-IE WIIS Oosterdok Coöperatief U.A., as the Purchaser, and Booking.com Holding B.V., as the Guarantor. | | |

| (kk) | | | Previously filed as an exhibit to the Annual Report on Form 10-K filed on February 23, 2021 (File No. 1-36691). | | |

| (ll) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on November 15, 2022 (File No. 1-36691). | | |

| (mm) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on October 25, 2019 (File No. 1-36691). | | |

| (nn) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on December 19, 2022 (File No. 1-36691). | | |

| [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d2.htm)[4](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d2.htm)(l) | | | Officers' Certificate, dated May 23, 2016, for the 3.600% Senior Notes due 2026. | | |

| [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d1.htm)[7](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d1.htm)(n) | | | Form of 2.750% Senior Note due 2023. | | |

| | | | | | | Date: | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Robert J. Mylod Jr. | | | | | | Director, [removed: Chairman] [added: Chair] of the Board | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Glenn D. Fogel | | | | | | Director, Chief Executive Officer and President | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ David I. Goulden | | | | | | Executive Vice President and Chief Financial | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Susana D'Emic | | | | | | Chief Accounting Officer and Controller | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Timothy M. Armstrong | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Mirian Graddick-Weir | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Wei Hopeman | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Charles H. Noski | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Nicholas J. Read | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Thomas E. Rothman | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Lynn [removed: M.] Vojvodich [added: Radakovich] | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

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

| /s/ Vanessa A. Wittman | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) | | | [removed: [72](#i015825ada6294a89a879c0e0c854ff74_103)] [added: [69](#ic60330e838724e9792798886e94028b9_106)] | | |

| Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [75](#i015825ada6294a89a879c0e0c854ff74_106)] [added: [72](#ic60330e838724e9792798886e94028b9_109)] | | |

| Consolidated Statements of Operations for the years ended December 31, [added: 2022,] 2021, [removed: 2020] and [removed: 2019] [added: 2020] | | | [removed: [76](#i015825ada6294a89a879c0e0c854ff74_112)] [added: [73](#ic60330e838724e9792798886e94028b9_115)] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2022,] 2021, [removed: 2020] and [removed: 2019] [added: 2020] | | | [removed: [77](#i015825ada6294a89a879c0e0c854ff74_118)] [added: [74](#ic60330e838724e9792798886e94028b9_121)] | | |

| Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, [added: 2022,] 2021, [removed: 2020] and [removed: 2019] [added: 2020] | | | [removed: [78](#i015825ada6294a89a879c0e0c854ff74_121)] [added: [75](#ic60330e838724e9792798886e94028b9_124)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [added: 2022,] 2021, [removed: 2020] and [removed: 2019] [added: 2020] | | | [removed: [79](#i015825ada6294a89a879c0e0c854ff74_124)] [added: [76](#ic60330e838724e9792798886e94028b9_127)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [80](#i015825ada6294a89a879c0e0c854ff74_127)] [added: [77](#ic60330e838724e9792798886e94028b9_130)] | | |

We have audited the accompanying consolidated balance sheets of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes (collectively, the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, [removed: 2022,] [added: 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Total revenues for the year ended December 31, [removed: 2021] [added: 2022] were [removed: $11.0] [added: $17.1] billion.

The total goodwill balance was [removed: $2.9] [added: $2.8] billion as of December 31, [removed: 2021.][added: 2022.]

–Forecasted [removed: information, inclusive of COVID-19 economic assumptions,] [added: information] within analyst, economist and industry reports of the Company and selected companies in its peer group.

[removed: The] [added: Further the] Company has [removed: received] [added: on-going] income tax and indirect tax assessments relating to permanent establishment, transfer pricing matters, and/or value added [removed: taxes,] [added: taxes ("VAT"),] including interest and penalties from French, Italian, and Turkish tax authorities in the amount of [removed: $616] [added: $40] million, [removed: $286] [added: $268] million, and [removed: $61] [added: $44] million respectively.

In addition, the Company received an Italian Tax Audit Report which does not constitute a formal tax assessment; however, it recommends a VAT assessment of [removed: $175] [added: $164] million, plus interest and penalties.

The Company believes that it has been, and continues to be, in compliance with the relevant tax laws, and [removed: the Company is contesting these assessments.]

The Company has recorded a liability of [removed: $57 million for France and a liability of $20] [added: $163] million for [removed: Italy in][added: the French settlement.]

| | | | | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 11,127] [added: 12,221] | | | | | $ | [removed: 10,562] [added: 11,127] | |

| Short-term investments (Available-for-sale debt securities: Amortized cost of [removed: $25] [added: $176] and [removed: $500,] [added: $25,] respectively) | | | | | | [removed: 25] [added: 175] | | | | | | [removed: 501] [added: 25] | | |

| Accounts receivable, net (Allowance for expected credit losses of [removed: $101] [added: $117] and [removed: $166,] [added: $101,] respectively) | | | | | | [removed: 1,358] [added: 2,229] | | | | | | [removed: 529] [added: 1,358] | | |

| Prepaid expenses, net (Allowance for expected credit losses of [removed: $29] [added: $18] and [removed: $22,] [added: $29,] respectively) | | | | | | [removed: 404] [added: 477] | | | | | | [removed: 337] [added: 404] | | |

| Other current assets | | | | | | [removed: 231] [added: 696] | | | | | | [removed: 277] [added: 231] | | |

| Total current assets | | | | | | [removed: 13,145] [added: 15,798] | | | | | | [removed: 12,206] [added: 13,145] | | |

| Property and equipment, net | | | | | | [removed: 822] [added: 669] | | | | | | [removed: 756] [added: 822] | | |

| Operating lease assets | | | | | | [removed: 496] [added: 645] | | | | | | [removed: 529] [added: 496] | | |

| /s/ Larry Quinlan | | | | | | Director | | | | | | February 23, 2023 | | |

| Larry Quinlan | | | | | | | | | | | | | | |

| /s/ Sumit Singh | | | | | | Director | | | | | | February 23, 2023 | | |

| Sumit Singh | | | | | | | | | | | | | | |

During the year the Company entered into an agreement with the French tax authorities to settle tax assessments from 2006-2018 for $163 million.

the Company is contesting these assessments.

The Company has recorded a liability of $19 million related to the income tax matters in Italy and a liability of $47 million related to the VAT matters in Italy.

- We evaluated the evidence of settlement with the French tax authorities.

February 23, 2023

| | | | | | | 2022 | | | | | | 2021 | | |

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

| Net income | | | | | | $ | 3,058 | | | | | $ | 1,165 | | | | | $ | 59 | |

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| Cumulative effect of adoption of accounting standards update | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (96) | | | | | | 30 | | | | | | — | | | | | | (66) | | |

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| Balance, December 31, 2022 | | | | | | 63,781 | | | | | | $ | — | | | | | (25,918) | | | | | | $ | (30,983) | | | | | $ | 6,491 | | | | | $ | 27,541 | | | | | $ | (267) | | | | | $ | 2,782 | |

| Net income | | | | | | $ | 3,058 | | | | | $ | 1,165 | | | | | $ | 59 | |

| Depreciation and amortization | | | | | | 451 | | | | | | 421 | | | | | | 458 | | |

| Impairment of goodwill | | | | | | — | | | | | | — | | | | | | 1,062 | | |

| Gain on sale and leaseback transaction | | | | | | (240) | | | | | | — | | | | | | — | | |

| Proceeds from sale and leaseback transaction | | | | | | 601 | | | | | | — | | | | | | — | | |

| Other investing activities | | | | | | (15) | | | | | | — | | | | | | — | | |

1.

The Company's portfolio of brands are organized into four operating segments which are aggregated into one reportable segment based on the similarity in economic

characteristics, other qualitative factors, and the objectives and principles of Accounting Standards Codification ("ASC") 280, *Segment Reporting.*

| | | | | | | 2022 | | | | | | 2021 | | | | | | | | |

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| /s/ Bob van Dijk | | | | | | Director | | | | | | February 23, 2022 | | |

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

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

connection with these assessments.

In addition, the Company has disclosed reasonably possible losses related to VAT and certain other indirect taxes is approximately $22 million for France and $175 million for Italy.

February 23, 2022

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| Balance, December 31, 2018 | | | 62,949 | | | | | | $ | — | | | | | (17,317) | | | | | | $ | (14,711) | | | | | $ | 5,445 | | | | | $ | 18,367 | | | | | $ | (316) | | | | | $ | 8,785 | |

| Impairment of investment | | | | | | — | | | | | | 100 | | | | | | — | | |

| Proceeds from revolving credit facility and short-term borrowings | | | | | | — | | | | | | — | | | | | | 400 | | |

| Repayments of revolving credit facility and short-term borrowings | | | | | | — | | | | | | — | | | | | | (425) | | |

In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic"), as well as subsequent outbreaks driven by new variants of COVID-19, governments and businesses around the world have implemented, and continue to implement, a variety of restricted measures to reduce the spread of COVID-19.

These measures have had a significant adverse effect on many of the customers on whom the Company’s business relies, including hotels and other accommodation providers, airlines and restaurants, as well as the Company’s workforce, operations and consumers.

The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally.

See Note 12 for additional information about the Company’s existing debt arrangements, including 1.7 billion Euros of debt issued in March 2021, payment of $2.0 billion in April 2021 to redeem certain Senior Notes issued in April 2020 and payment of $1.1 billion to satisfy the aggregate principal amount and the conversion premium in excess of the principal amount of the Convertible Senior Notes due September 2021.

The Company’s continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, the Company’s ability to meet debt covenant requirements, the Company’s operating performance, and the Company's credit ratings.

There is no guarantee that additional debt financing will be available in the future to fund the Company’s obligations, or that it will be available on commercially reasonable terms, in which case the Company may need to seek other sources of funding.

If the travel and restaurant industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to the Company’s operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers.

For periods prior to January 1, 2020, investments in debt securities were considered to be impaired when a decline in fair value was judged to be other than temporary because the Company either intended to sell or it was more-likely-than not that it would be required to sell the impaired security before recovery.

Once a decline in fair value was determined to be other than temporary, an impairment charge was recorded and a new cost basis in the investment was established.

If the Company did not intend to sell the debt security, but it was probable that the Company would not collect all amounts due, then only the impairment due to the credit risk would be recognized in net income and the remaining amount of the impairment would be recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets.

On January 1, 2020, the Company adopted the accounting standards update on the measurement of credit losses on financial instruments.

commercial relationship are included in "Long-term investments" in the Consolidated Balance Sheets, except in situations where the Company expects the investment to be realized in cash, redeemed or sold within one year.

For periods prior to January 1, 2020, receivables from customers were recorded at the original invoiced amounts net of an allowance for doubtful accounts.

The allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends, and other factors that may affect the Company's ability to collect from customers.

Building construction-in-progress is associated with the construction of Booking.com's future headquarters in the Netherlands and is included in "Property and equipment, net" in the Consolidated Balance Sheets.

Depreciation of the building and its related components will commence once it is ready for the Company’s use.

Most leases have one or more options to renew, with renewal terms that can extend the initial lease term for various periods up to nine years.

The land lease for Booking.com's future headquarters has an initial term which expires in 2065, at which time the lease payments will be adjusted based on the value of the land on the reassessment date.

The Company considered the initial term of the land lease to be its expected period of use.

"Operating lease assets" in the Consolidated Balance Sheets includes the land-use rights related to payment in 2016 for the land lease for Booking.com's future headquarters as described above.

The land-use rights are amortized on a straight-line basis over its expected period of use.

This expense is recorded as lease expense in "General and administrative" expense in the Consolidated Statements of Operations.

See Notes 16 for further information.

The Company accounts for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values.

Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

For periods prior to January 1, 2020, an impairment was recorded to the extent that the implied fair value of goodwill was less than the carrying value of goodwill.