Booking Holdings (BKNG) 10-K risk factor changes: FY2023 vs FY2022

Our business and financial results are subject to risks and uncertainties, [removed: including those described below,] which could adversely affect our business, results of operations, financial condition, and cash flows.

- Our performance marketing efficiency and the [removed: general] effectiveness of our marketing efforts;

*Legal, [removed: Tax,] Regulatory, Compliance, and Reputational Risks*

- [removed: Tax, legal,] [added: Legal] and regulatory risks;

For a discussion of [removed: the impact of COVID-19 on] occupancy rates and ADRs, see Part II, Item 7, [removed: Management’s] [added: Management's] Discussion and Analysis of Financial Condition and Results of Operations - Trends.

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

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

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

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

Because these events and their [removed: impacts, as well as international] [added: impacts and] responses to [removed: such events,] [added: them] are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers, demand 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 [removed: competitive, constantly evolving, and subject to rapid change, and current and new competitors can] [added: competitive] and [removed: do launch new services at a relatively low cost.][added: constantly evolving.]

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

For example, [removed: Google’s] [added: Google's] online travel offerings have grown rapidly by linking travel search services to its dominant search functionality through flight, hotel, and alternative accommodations meta-search products, and integrating [removed: its hotel meta-search products and restaurant information and reservation] [added: such] products into Google Maps.

[removed: As the economy and the travel industry recover from the impact of the COVID-19 pandemic, the] [added: The] structure of the travel industry or consumer preferences could [added: also] change in ways that [removed: could] disadvantage us and benefit [removed: certain of our existing] competitors or new entrants.

For example, [removed: as a result of] [added: during] the COVID-19 [removed: pandemic and the resulting international travel restrictions and social distancing practices,] [added: pandemic,] we saw a shift in favor of domestic travel and alternative [removed: accommodations.][added: accommodations, which benefited competitors more established in those areas.]

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

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

- [added: online platforms, including accommodation and alternative accommodation search or reservation services, travel meta-search and price comparison services, and] large online [removed: companies,] [added: companies] including [added: in] search, social networking, [added: marketplace, artificial intelligence,] and [removed: marketplace companies;][added: ride-sharing;]

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

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

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

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

Meta-search services may lower the cost for new companies to enter the market by providing a distribution channel without the cost of promoting the new entrant's [removed: brand to drive consumers directly to its platform.][added: brand.]

[removed: Some] [added: Moreover, some] of our competitors and potential competitors offer a variety of online services, [removed: such as food delivery, shopping, gaming, or search services,] many of which are used by consumers more frequently than online travel [removed: services, and new travel-related] services [removed: are frequently being introduced to] [added: or have created "super-apps" where consumers can use such various services without leaving] the [removed: market.][added: company's app.]

A competitor [removed: or potential competitor] that has established other, more frequent online 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.

Some competitors [removed: and new entrants to the travel services industry] include private [removed: equity funded entities,] [added: equity-funded platforms,] which can more easily withstand significant losses for an extended period of time while [removed: such new entrants build] [added: building] market share through heavy marketing and/or discounting of their services.

As a result, in certain [removed: markets] [added: markets,] we may need to provide discounts or other incentives in order to be competitive, which may make it difficult for us to maintain or grow market share, maintain historical profit margins, and may also result in lower ADRs and lower revenues as a [removed: percentage of gross bookings.]

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

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

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

Any decline in the growth rates of our businesses [removed: outside of the U.S.] [added: could] negatively [removed: impacts] [added: impact] our revenue and earnings growth rates and as a consequence our stock price.

International markets may have strong local competitors with an established brand and travel service provider or restaurant relationships [removed: that may make] [added: making] expansion in that market difficult or [removed: costly and take more time than anticipated.][added: costly.]

Scaling and growing our business in [removed: these markets, in particular in Asia,] [added: such markets] could require significant investment, which could have a negative impact on our profit margins.

[removed: In some markets such as China, legal and other regulatory requirements may prohibit or limit participation by foreign businesses, such as by making foreign ownership or management of internet or travel-related businesses illegal or difficult, or may make direct participation in those markets uneconomical, which] [added: Such restrictions] could make our entry into and expansion in those markets difficult or impossible, require that we work with a local partner, or result in higher operating costs.

If we are unsuccessful in expanding in new and existing markets and [removed: effectively] managing that expansion, our business and results of operations could be adversely affected.

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

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

[removed: As accommodation providers recover from the COVID-19 pandemic and] [added: If] occupancy rates increase, [removed: they may wish to] [added: accommodation providers often] limit the amount of business that flows through certain distribution channels.

Also, certain jurisdictions have instituted regulations intended to address the issues of "overtourism" and the impact of tourism on climate, including by restricting accommodation offerings [removed: in city centers or] near popular tourist destinations, [removed: such as by restricting construction of new hotels or] [added: which has limited] the [removed: renting] [added: number] of [removed: homes or apartments, introducing quota or registration systems, or increasing visitor fees or taxes.][added: tourists permitted to visit and stay near popular areas.]

As a result, we may experience constraints on the number of [removed: listings,] [added: listings] or accommodation room [removed: nights,] [added: nights] actually available to us or could experience a decrease in demand if consumers cannot book the experiences they would like during their trip, which could negatively impact our business growth rate and results of operations.

*Tax Risks*

*•*Risks related to exposure to additional tax liabilities and maintaining tax benefits;

Our financial results depend upon sales of travel services, which can fluctuate based on consumer discretionary spending levels.

Demand for and sales of travel services often decline during periods of perceived or actual adverse economic conditions and times of political or economic uncertainty.

Economic and political uncertainty can negatively impact transaction growth rates, cancellation rates, and accommodation average daily rates ("ADRs").

While lower occupancy rates can increase distribution of accommodation reservations through third-party intermediaries such as us, if there are lower ADRs, it generally has a negative effect on our revenues and results of operations.

Current and new competitors launch new services at a relatively low cost.

We compete with constantly evolving online and/or mobile application platforms.

The market for accommodations covers a wide range of property types including alternative accommodations.

As such, companies like Airbnb and Vrbo (owned by Expedia) compete directly with our accommodations businesses.

In addition, competitors may more effectively invest in new online marketing channels such as TikTok, which could hinder growth of our services if they are more successful at promoting their platform via social media.

For many consumers, the price of the travel service is the primary factor determining whether to book a reservation.

percentage of gross bookings.

We are also subject to risks related to expanding our business internationally.

In some markets such as China, legal and other regulatory requirements may restrict participation by foreign businesses.

*We are dependent on travel service providers, restaurants, search platforms, and other third parties.*

If the logic determining placement and

Our alternative accommodations business may face risks relating to claims of liability, regulatory developments, and continued growth and profitability.

In addition, alternative accommodations are subject to claims of liability based on injury, death, discrimination, or criminal activities occurring at these properties.

Legal requirements applicable to alternative accommodations are evolving and can be inconsistent among each individual locality.

*We face risks relating to our marketing efforts.*

Performance marketing costs to grow traffic to our platforms are variable because they are dependent on others' marketing spend in the same channels.

If our marketing efforts are less effective at generating new bookings, our marketing efficiency could deteriorate and our margins, revenues, and earnings growth could be adversely affected.

Any negative trends in our marketing efficiency, performance marketing ROIs, or consumer shopping activity could negatively impact our business, market share, and results of operations.

In many markets, alternative payment methods are the exclusive or preferred means of payment for many consumers.

pace may slow.

For example, the development, adoption, and uses for AI technologies, which we are incorporating into certain of our offerings, are still in their early stages and the regulatory framework for its use is uncertain.

The use of AI presents risks and challenges because in some instances we may make use of third-party foundational models that have been pre-trained on data which may be insufficient, erroneous, stale, contain biased information, or infringe IP rights.

Additionally, the output produced by these models may be inaccurate, misleading, discriminatory, offensive, illegal or otherwise harmful.

Such risks are heightened if we or third-party developers or vendors lack sufficient responsible AI development or governance practices.

We continue to optimize collaboration among our brands.

For example, during a recent upgrade of certain financial systems, some of Booking.com's partners experienced delays in receiving payment from us.

Such endeavors may not be successful.

In 2023 our agreement to acquire European-based flights booking provider Etraveli Group was terminated after the European Commission blocked the transaction.

See -"*Cyberattacks and system vulnerabilities could lead to sustained service outages, data loss, reduced revenue, increased costs, liability claims, or harm to our competitive position*." Our efforts to protect information from unauthorized access may also result in the rejection of legitimate attempts to book reservations through our services, which could result in lost business.

Additionally, our consumers' personal data could be affected by security breaches at third parties upon which we rely.

The handling and storage of such data, as well as privacy rights of consumers, are subject to complex and evolving laws and regulations in numerous jurisdictions.

These

As an online business, we are dependent on the internet, connectivity, and mobile systems throughout the world.

For instance, we have incurred costs related to customer reimbursement and customer service, reputational harm, and lost revenue from fictitious listings and partner account takeovers.

- The adverse impact of the COVID-19 pandemic on our business, financial performance, and travel demand;

- Any change by our search and meta-search partners in how they present travel search results or conduct their auctions for search placement that would impact us negatively;

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

Our financial results and prospects are almost entirely dependent upon the sale of travel services.

Travel, including accommodation, rental car, and airline ticket reservations, is significantly dependent on discretionary spending levels.

Demand for and sales of travel services often decline during periods of perceived or actual adverse economic 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") in countries experiencing economic and political uncertainties, which we believed were due at least in part to these 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 price.

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

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 macroeconomic weakness, which in turn could negatively affect the travel industry, our business, and results of operations.

Conversely, higher oil prices may result in higher airfares and decreased travel activity, which can negatively affect our business and results of operations.

This shift could benefit competitors that are more well established in domestic markets and alternative accommodations.

As a result, our historical strengths may not provide the competitive advantages that they did prior to the pandemic.

- online travel reservation services;

- online accommodation search and/or reservation services that are focused primarily on alternative accommodations;

- online travel meta-search and price comparison services;

- "Super apps" that offer consumers a wide range of everyday and other services including travel bookings;

- companies offering 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;

- online restaurant reservation services; and

If consumers book travel services through such a service or directly with a travel service provider without using an OTC like us, or if meta-search services limit our participation within their search results or evolve into more traditional OTCs, we may need to increase our marketing or other customer acquisition costs to maintain or grow our reservation bookings and our business and results of operations could be adversely affected.

As the market for travel services has evolved, there has also been a proliferation of new channels through which accommodation providers can offer reservations.

Companies such as Airbnb and Expedia Group, primarily through Vrbo, offer services providing alternative accommodation property owners an online place to list their accommodations where travelers can search and book such properties and compete directly with our alternative accommodation services.

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.

Some competitors or potential competitors with more frequent online interactions with consumers have created or are seeking to create "super-apps" where consumers can use many online services without leaving that company's app, in particular in Asia where online activity (including e-commerce) is conducted primarily through apps on mobile devices.

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

Travel service providers with which we conduct business compete with us in online channels to drive consumers directly to their own platforms.

Travel service providers, such as large hotel chains, may charge lower prices and offer advantages such as loyalty points or special discounts to members of closed-user groups (such as loyalty program participants or consumers with registered accounts), any of which could make their offerings more attractive to consumers than our services.

We also offer various incentives to consumers and may need to offer additional or increased incentives to maintain or grow our reservation bookings, which could adversely impact our profit margins.

If we are not as effective as our competitors in offering

discounted prices and other incentives or value to consumers, our ability to grow and compete and our results of operations could be harmed.

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 the price of the travel service is the primary factor determining whether to book a reservation.

Discounting and couponing coupled with a high degree of consumer shopping behavior has become typical throughout the world, particularly in Asian markets.

Our long-term strategy involves continued expansion throughout the world, and we are subject to associated risks typical of international businesses.

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

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

In response to the COVID-19 pandemic, certain governments and businesses around the world continue to implement a variety of restrictive measures to reduce the spread of COVID-19.

These measures have had a significant adverse effect on many of the partners on which our business relies, including hotels and other accommodation providers, airlines, and restaurants, as well as on our consumers, operations, and workforce.

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

We cannot predict the long-term effects of the pandemic on our business or the travel and restaurant industries as a whole.

The following discussion should be read in conjunction with our Consolidated Financial [removed: Statements, including the notes to those statements,] [added: Statements] and [removed: the Section entitled "Special Note Regarding Forward-Looking Statements," included elsewhere in this Annual Report on Form 10-K.][added: accompanying notes.]

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

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

We also earn revenues from advertising services, restaurant reservations and restaurant management services, and [removed: various] other services, such as travel-related insurance [removed: revenues.][added: services.]

Since the [removed: beginning of the] second quarter of 2020 and through [removed: 2022,] [added: 2023,] changes in accommodation room nights versus the comparable period in 2019 have generally improved as government-imposed travel restrictions [removed: have eased, vaccines and other medical interventions] [added: due to the COVID-19 pandemic] have [removed: become more widespread,] [added: eased] and consumer demand for travel has [removed: generally rebounded.][added: improved.]

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

Quarterly Room Nights and Change versus [added: the prior year and] 2019

[removed: ][added: Room Nights (millions).jpg](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng-20231231_g5.jpg)]

[removed: ][added: Change vs. PY (v3_1.26.2024).jpg](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng-20231231_g6.jpg)]

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

Excluding room nights from bookers in Russia, Ukraine, and Belarus in [removed: both 2022 and 2019,] [added: each comparable period,] our overall room nights in [removed: 2022] [added: 2023] were up about [removed: 10%] [added: 17%] versus [added: 2022 and up about 29% versus] 2019.

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 [removed: booking consumers,] [added: bookings,] the timing and effectiveness of our brand marketing campaigns, and the extent to which consumers come directly to our platforms for bookings.

[removed: We saw an increase in the] [added: The] mix of our room nights booked on a mobile device [added: (including room nights booked on a mobile app or via a mobile website)] in [removed: 2022] [added: 2023 increased] compared to [removed: 2019.][added: 2022.]

The mix of our room nights booked on a mobile app in [removed: 2022] [added: 2023] was [removed: above 2019 and 2021.][added: approximately 49%, up versus approximately 44% in 2022.]

Our global ADRs increased approximately [removed: 25%,] [added: 6%] on a constant currency [removed: basis,] [added: basis] in [removed: 2022] [added: 2023] as compared to [removed: 2019,] [added: 2022,] driven primarily by higher ADRs [removed: for accommodations located] in Europe [removed: as well as increases in ADRs across all other regions as compared to 2019.][added: and Asia.]

[removed: In addition, we estimate that] [added: The increase in] our global ADRs in [removed: 2022,] [added: 2023] as compared to [removed: 2019, benefited] [added: 2022, was negatively impacted] by approximately [removed: two] [added: three] percentage points from changes in [removed: the] geographical mix [removed: of] [added: in] our business driven primarily by [removed: slower] [added: a higher mix of] room [removed: night recovery in] [added: nights from] Asia, which is a [removed: low] [added: lower] ADR region, and [removed: stronger] [added: a lower mix of] room [removed: night performance in] [added: nights from] North America, which is a [removed: high] [added: higher] ADR region.

[removed: While our ADRs have continued to increase in 2022 as compared] [added: It is difficult] to [removed: 2019, it remains highly uncertain] [added: predict] what the trend in industry ADRs will look like going forward.

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

[removed: Further,] [added: We expect these efforts] to [added: benefit our revenue growth over time, however, to] the extent our non-accommodation services (e.g., airline ticket reservation services) have lower margins and increase as a percentage of our total business, our operating margins may be negatively affected.

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

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

The mix of our gross bookings generated on a merchant basis was [removed: 44%] [added: 54%] in [removed: 2022,] [added: 2023,] an increase from [removed: 34% in 2021 and 27%] [added: 44%] in [removed: 2019.][added: 2022.]

We have established [removed: widely used] [added: widely-used] and recognized [removed: e-commerce] brands through marketing and promotional campaigns.

Our total marketing expenses, which are comprised of performance and brand marketing expenses that are substantially variable in nature, were [removed: $6.0] [added: $6.8] billion in [removed: 2022, up 58% versus 2021 and] [added: 2023,] up [removed: 21%] [added: 13%] versus [removed: 2019] [added: 2022] as a result of the improving demand environment and our efforts to invest in [removed: marketing.][added: marketing, partially offset by a year-over-year improvement in performance marketing returns on investment ("ROIs") and a higher share of room nights booked by consumers coming directly to our platforms.]

[removed: Our performance marketing expense,] which represents a substantial majority of our marketing [removed: expense,] [added: expenses,] is primarily related to the use of online search engines (primarily Google), [removed: meta-search and travel research services, and] affiliate [removed: marketing] [added: marketing, and meta-search services] to generate traffic to our platforms.

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

Marketing efficiency, expressed as marketing expense as a percentage of gross bookings, and performance marketing [removed: returns on investment ("ROIs")] [added: ROIs] are impacted by a number of factors that are subject to variability and are in some cases outside of our control, including ADRs, costs per click, cancellation rates, foreign currency exchange rates, our ability to convert paid traffic to booking customers, and the timing and effectiveness of our brand marketing campaigns.

Marketing expenses as a percentage of total gross bookings in [removed: 2022] [added: 2023] were lower than [removed: 2019 despite lower] [added: in 2022 due to higher] performance marketing ROIs [removed: due to] [added: and] an increase in the share of room nights booked by consumers coming directly to our platforms.

Performance marketing ROIs were [removed: lower] [added: higher] in [removed: 2022] [added: 2023] versus [removed: 2019] [added: 2022] due [added: in part] to our [added: ongoing] efforts to [removed: invest in marketing during the recovery in] [added: improve] the [removed: travel industry in 2022.][added: efficiency of our marketing spend.]

Booking.com [removed: included over 2.7] [added: had approximately 3.4] million properties on its website at December 31, [removed: 2022,] [added: 2023,] consisting of over [removed: 400,000] [added: 475,000] hotels, motels, and resorts and [removed: approximately 2.3] [added: over 2.9] million alternative accommodation properties (including homes, apartments, and other unique places to stay), [removed: and] representing an increase from [removed: approximately 2.4] [added: over 2.7] million properties at December 31, [removed: 2021.][added: 2022.]

The mix of [removed: Booking.com’s] [added: Booking.com's] room nights booked for alternative accommodation properties in [removed: 2022] [added: 2023] was approximately [removed: 30%,] [added: 33%,] up [removed: slightly] versus [removed: 2019 and 2021.][added: approximately 30% in 2022.]

We have observed [removed: an overall] [added: a] longer-term trend of an increasing 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 [removed: alternative accommodation properties available to consumers] [added: them] on Booking.com.

We may experience lower profit margins due to additional costs, such as increased customer service [added: or certain partner related] 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, the price of the travel service is the primary factor determining whether a consumer will [removed: book a reservation.][added: book.]

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

Total revenue as a percentage of gross bookings was negatively impacted by investments in merchandising [added: at Booking.com] in [removed: 2022] [added: 2023 as] compared to [removed: 2021 and 2019.][added: 2022.]

Currently, rates for [removed: this tax] [added: these taxes] range from 1.5% to 10% of revenue deemed generated in the jurisdiction.

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

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" [added: (VLOP)] under the DSA.

For [removed: more] information [removed: on the impacts of regulations on our business, see Note 16] [added: regarding risks related] to [removed: our Consolidated Financial Statements] [added: the DMA] and [added: DSA, please see] Part I, Item 1A, Risk Factors - "*Our business is subject to various competition/anti-trust, consumer protection, and online commerce [removed: laws, rules,] [added: laws] 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.*" [added: For more information on the impacts of regulations on our business, see Note 16 to our Consolidated Financial Statements.]

We aim to provide consumers with a best-in-class experience offering the travel choices they want, with tailored language, payment, and other options, seamlessly connecting them with our travel service provider partners.

In 2023, global room nights increased 17% year-over-year driven primarily by the continued recovery in Asia and strong travel demand in Europe.

Our global room nights in 2023 were up about 24% versus 2019.

In 2023, we saw the booking window expand compared to 2022, which benefited year-over-year room night growth in 2023.

We saw a negative impact on room night growth in the fourth quarter of 2023 due to the Israel-Hamas war, particularly in Israel.

In the fourth quarter of 2023, global room nights increased 9% year-over-year.

Excluding room nights for bookers going to and from Israel, our overall room nights were up 11% year-over-year.

There was also some impact on travel trends outside of the country, such as cancellations and a drop in new bookings.

If the conflict continues or expands, it may adversely affect demand for our services, particularly in nearby areas.

![1.

![2.

![3.

Change vs. 2019.jpg](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng-20231231_g7.jpg)

The cancellation rate in 2023 was in line with the prior year.

We have observed a general improvement in cancellation rates in recent years, though we have seen periods of elevated cancellation rates from time to time.

The mix of our room nights booked for international travel in 2023 was approximately 52%, up versus approximately 46% in 2022 due in part to government-imposed limitations on international travel (travelers booking a stay at a property located outside their own country) in some parts of the world in 2022.

The year-over-year increase in our global ADRs has resulted in our accommodation gross bookings growing faster than our room nights in 2023.

We have a long-term strategy to create an ideal traveler experience, offering our customers relevant options and connections at the times and in the language they want them, making trips booked with us seamless, easy, and valuable.

We refer to this as the "Connected Trip." The goal of our Connected Trip vision is to offer a differentiated and personalized online travel planning, booking, payment, and in-trip experience for each trip, enhanced by a robust loyalty program that provides value to travelers and partners across all trips.

Our performance marketing expense,

See Part I, Item 1A, Risk Factors \- "*We face risks relating to our marketing efforts.*" and "*We are dependent on travel service providers, restaurants, search platforms, and other third parties.*"

In early 2023, Booking.com received a VLOP designation notice from the European Commission.

The Company has met the quantitative notification criteria set forth in the DMA and expects to notify the European Commission of that fact within the required deadline.

Certain of the DMA’s requirements will become enforceable later in 2024.

As a result of the DMA, compliance costs may increase and changes to our

products or business practices may be required.

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

The competition for technology talent in our industry is intense.

For the first quarter of 2024, we expect:

- the year-over-year growth in room nights will be between 4% and 6%;

- the year-over-year growth in gross bookings will be between 5% and 7%;

- the year-over-year growth in revenues will be between 11% and 13%; and

For the full year, we expect:

- the year-over-year growth in revenues will be similar to gross bookings; and

Our investments in equity securities of private companies at December 31, 2023 and 2022, include $51 million originally invested in Yanolja Co., Ltd. ("Yanolja").

As of June 30, 2023 and 2022, we evaluated our investment in Yanolja for impairment using a combination of the market approach and the income approach in estimating the fair value of our investment as of those dates, and recognized impairment charges of $24 million and $184 million during the years ended December 31, 2023 and 2022, respectively (see Note 6 to our Consolidated Financial Statements).

The carrying value of our investment in Yanolja was $98 million and $122 million as of December 31, 2023 and 2022, respectively.

The key unobservable inputs and ranges used for the June 2023 impairment evaluation include the weighted average cost of capital of 10.5%-14.5% and a terminal earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiple of 14x-16x.

A change in the assumption used for EBITDA multiples would result in a

See Note 16 to our Consolidated Financial Statements for additional information, including the accrual of a loss of $530 million related to a draft decision by the Spanish competition authority and a loss of $276 million related to the Netherlands pension fund matter, which are recorded in the Consolidated Statement of Operations for the year ended December 31, 2023.

Our actual results may differ materially from the results discussed in any forward-looking statements, which may be due to factors discussed in "Risk Factors" and elsewhere in this Annual Report on Form 10-K.

We connect consumers who wish to make travel reservations with travel service providers around the world through our online platforms.

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 services.

Accommodation room nights, which include the impact of cancellations, declined rapidly as the COVID-19 pandemic spread in 2020.

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.

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.

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 travel restrictions.

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

In 2022, a higher share of our room nights were booked with flexible cancellation policies, as compared to 2019 and 2021, which could result in higher cancellation rates in future periods.

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

Since the second quarter of 2020, government-imposed travel restrictions have generally limited international travel (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 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.

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.

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.

Prior to the COVID-19 outbreak, we observed a trend of declining constant-currency accommodation ADRs partially driven by the negative impact of the changing geographical mix of our business (e.g., lower ADR regions like Asia were generally growing faster than higher ADR regions like Western Europe and North America) as well as pricing pressures within local markets from time to time.

Those declining ADR trends resulted in accommodation gross bookings growing less than room nights.

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.

As part of these ongoing efforts, we have a 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," and we expect these efforts to increase room night growth and revenue growth over time.

We may see a negative impact on our operating margins in the near term as we incur the expenses associated with Connected Trip-related investments.

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 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 Booking.com due in part to the availability of a large number of properties through Booking.com.

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 for completion of that project has been delayed and many details remain uncertain.

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.

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

The competition for technology talent in our industry is intense, including among established technology companies, startups, and companies transitioning to digital, and this level of competition could continue in the future.

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.

On a year-over-year basis, room night growth in January 2023 was 60%, due in part to the negative impact of the Omicron variant on January 2022 room nights.

While there continues to be uncertainty around the month to month trends, we assume that room night growth in the first quarter of 2023 will grow by over 30% relative to the first quarter of 2022.

Given that assumption for room night growth, we expect the following for the first quarter of 2023:

- revenues as a percentage of gross bookings will be higher than it was in the first quarter of 2022; and

For the full year, assuming gross bookings increase in 2023 compared to 2022 by a low teens percentage, we expect the following for full-year 2023:

- revenues as a percentage of gross bookings will be higher than it was in 2022; and

$306 million as of December 31, 2021.

During the three months ended June 30, 2022, considering the significant adverse changes in the market valuations of companies in the travel and technology industries, we evaluated our investment in Yanolja for impairment and recognized an impairment charge of $184 million resulting in an adjusted carrying value of $122 million at June 30, 2022 and December 31, 2022.

As discussed below, we used unobservable inputs to determine fair value.

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: $522] [added: $612] million and [removed: $401] [added: $522] million at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: 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] [added: We] face exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our businesses outside of the [removed: U.S.] [added: U.S., which represent a substantial majority of our financial results,] are translated from local currencies (principally Euros and British Pounds Sterling) into U.S. Dollars.

See [removed: Note 5] [added: Notes 6, 12, and 19] to our Consolidated [removed: financial Statements.][added: Financial Statements and Item 7.]

We [added: also] 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.

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

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

See Note [removed: 6] [added: 12] to our Consolidated Financial Statements for [removed: additional] information [removed: related to] [added: about] our [removed: derivative contracts.][added: convertible senior notes and other debt.]

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

A hypothetical 10% decrease in the fair values at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] of our investments in equity securities of publicly-traded companies and private companies would have resulted in a loss, before tax, of approximately [removed: $220] [added: $45] million and [removed: $320] [added: $220] million, respectively, being recognized in net income.

Our convertible senior notes due in May 2025 are currently convertible at the option of the holder.

If the note holders exercise their option to convert, we deliver cash to repay the principal amount of the notes and deliver shares of common stock or cash, at our option, to satisfy the conversion value in excess of the principal amount.

For example, our total gross bookings increased by 24% in 2023 as compared to 2022, but without the impact of changes in foreign currency exchange rates our total gross bookings increased year-over-year on a constant-currency basis by approximately 25%.

Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information about foreign currency transaction gains and losses, changes in foreign currency exchange rates, the impact of such changes on the increase in our revenues and operating margins, our use of foreign currency exchange derivatives, and our designation of certain portions of our Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries.

See Notes 5 and 6 to our Consolidated Financial Statements for information about our investments in equity securities of publicly-traded companies and private companies.

At December 31, 2022 and 2021, the outstanding aggregate principal amount of our debt was $12.5 billion and $11.1 billion, respectively.

We estimate that the fair value of such debt was approximately $12.4 billion and $12.1 billion at December 31, 2022 and 2021, respectively.

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.

The estimated fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2021 primarily relates to the conversion premium on the convertible senior notes due in May 2025 and the outstanding senior notes due in April 2030.

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

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

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.

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

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

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

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

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 Notes 12 and 21 to our Consolidated Financial Statements).

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

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

The estimated fair value of our investments in equity securities of publicly-traded companies and private companies at December 31, 2022 and 2021 was $2.2 billion and $3.2 billion, respectively.

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

- improving and expanding [removed: visibility of] our flight offering at [removed: Booking.com;][added: Booking.com and extending our partnership with Etraveli Group through at least 2028; and]

- increasing adoption of our payments platform and [removed: payments capabilities across the Company; and][added: capabilities.]

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

We continue to optimize [removed: the] collaboration [removed: and cooperation] among our brands to provide consumers with the most comprehensive and [removed: useful services for their needs.][added: value-oriented services, sharing resources and technological innovations among our brands and co-developing new services.]

[removed: ][added: Business Brand and Services Table.jpg](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng-20231231_g1.jpg)]

We derive substantially all of our revenues from providing online travel reservation services, which facilitate online travel purchases between travel service providers [removed: (which we generally refer to as "partners")] and travelers (which we generally refer to as [removed: "consumers").][added: "partners" and "consumers," respectively).]

We also earn revenues from advertising services, restaurant reservations, and various other services, such as travel-related insurance [removed: products] and restaurant management [removed: services for restaurants.][added: services.]

For the year ended December 31, [removed: 2022,] [added: 2023,] we had revenues of [removed: $17.1] [added: $21.4] billion, which we classify as [removed: "agency" revenues,] "merchant" revenues, [added: "agency" revenues,] and "advertising and other" revenues.

Agency revenues consist almost entirely of travel reservation commissions from our [removed: accommodation, rental car, and airline] reservation services.

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

- providing consumers with the most comprehensive choices and [removed: prices at any time, in any place,] [added: value] on any device;

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

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

We believe that our [removed: work to build out our] [added: development of] payments capabilities across the Company removes friction from the booking process and delivers additional value for travelers.

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

We continue to innovate [removed: and invest in our services in order] to meet the needs of our consumers and [removed: partners.][added: partners through intuitive, easy-to-use websites and mobile apps.]

An increasing percentage of our room [added: nights are booked on our mobile apps.]

[removed: 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 [removed: a] convenient [removed: taxi or rental car] [added: ground transportation] to coincide with their flight arrival or attractions near their accommodation, and developing [removed: travel wallet capabilities.][added: a generative AI assisted trip planner.]

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

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

We have made significant investments in people, technology, marketing, and added or expanded [removed: services, such as improving the selection of our accommodations, flights, and ground transportation] [added: travel] offerings.

[removed: Booking.com and Rentalcars.com.] [added: Booking.com.] Booking.com is the world's leading brand for booking online accommodation reservations, based on room nights booked, with operations worldwide and headquarters in the Netherlands.

At December 31, [removed: 2022,] [added: 2023,] Booking.com offered accommodation reservation services for approximately [removed: 2.7] [added: 3.4] million properties in over 220 countries and territories and in over 40 languages, consisting of over [removed: 400,000] [added: 475,000] hotels, motels, and resorts and [removed: 2.3] [added: over 2.9] million homes, apartments, and other unique places to stay.

In [removed: 2022,] [added: 2023,] Booking.com [removed: significantly expanded its flight offering to 54] [added: offered flights in 55] markets and in-destination tours and activities [removed: to more than 1,200] [added: in 1,300] cities around the world.

[removed: Rentalcars.com operates as part of] Booking.com [removed: and] offers online rental car reservation services in [removed: over 52,000] [added: approximately 42,000] locations throughout the [added: world and ground transportation services at over 1,900 airports throughout the] world, with customer support in over 40 languages.

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

KAYAK offers its services in over 60 [removed: countries,] [added: countries and territories,] with its largest market in the United States, through various websites including momondo, Cheapflights, and HotelsCombined.

We have established widely used and recognized e-commerce brands through marketing [added: campaigns] and [removed: promotional campaigns, particularly] strategic use of performance marketing spend.

We invest [removed: 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 [removed: competitive, constantly evolving, and subject to rapid change, and current and new competitors can] [added: competitive] and [removed: do launch new services at a relatively low cost.][added: constantly evolving.]

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

For example, [removed: Google’s] [added: Google's] online travel offerings have grown rapidly in this area by linking travel search services to its dominant search functionality through flight, hotel, and alternative accommodations meta-search products, and by integrating [removed: its hotel meta-search products and restaurant information and reservation] [added: such] products into its Google Maps app.

- travel service providers (e.g., accommodations, rental car companies, or [removed: airlines) that have their own branded online platforms to which they drive business;][added: airlines);]

For more information regarding current and potential competitors and the competitive nature of the markets in which we operate, [removed: please] see Part I, Item 1A, Risk Factors - *"Intense competition could reduce our market share and harm our financial performance."* [removed: in this Annual Report on Form 10-K.]

Our ability to provide our services and any future services is affected by legal regulations of [removed: national and local] governments and regulatory authorities around the world, many of which are evolving and subject to [removed: new or] revised interpretations.

Violations of any laws or regulations could result in fines, penalties, and criminal sanctions against us, our [removed: officers,] [added: officers] or [removed: our] employees, and prohibitions on how or where we conduct [removed: or propose to conduct] our [removed: business.][added: business, which could damage our reputation, brands, global expansion efforts, ability to attract and retain employees and business partners, business, and operating results.]

Even if we comply with these laws and regulations, doing business in certain jurisdictions or violations of these laws and regulations by the parties with which we conduct business runs the risk of harming our reputation and our [removed: brands, which could adversely affect our results of operations or stock price.][added: brands.]

- *Data Protection and Privacy*: We have [removed: established and continue to maintain] policies and a global governance framework to comply with [added: privacy] laws that apply to our business, meet evolving stakeholder expectations, and support business innovation and growth.

[removed: Many other] [added: Other] U.S. states and jurisdictions globally have adopted or may adopt similar data protection regulations.

We aim to provide consumers with a best-in-class experience offering the travel choices they want, with tailored language, payment, and other options, seamlessly connecting them with our travel service provider partners.

![Item 1.

- achieving record annual room nights in 2023;

- strongly growing our alternative accommodations offering;

- further integrating artificial intelligence ("AI") technology into our offerings;

We continue to execute against our long-term strategy to create an ideal traveler experience, offering our customers relevant options and connections at the times and in the language they want them, making trips booked with us seamless, easy, and valuable.

We refer to this as the "Connected Trip." The goal of our Connected Trip vision is to offer a differentiated and personalized online travel planning, booking, payment, and in-trip experience for each trip, enhanced by a robust loyalty program that provides value to travelers and partners across all trips.

We also continue to grow verticals such as our flight offering, with 2023 flight ticket growth across the

Company of 58% year-over-year.

In 2023, we expanded our commercial partnership with Etraveli Group to strengthen and accelerate our efforts to build a frictionless global flights offering, and we increased our investments in generative AI functionalities both for internal productivity and in consumer-facing initiatives.

Current and new competitors launch new services at a relatively low cost.

In 2023, Booking.com received a VLOP designation notice from the European Commission.

The Company has met the quantitative notification criteria set forth in the DMA and expects to notify the European Commission of that fact within the required deadline.

Our systems connect us with vendors and partners.

recognized from such gross bookings will occur in future quarters.

As a result of our operating structure with multiple distinct brands, our approach to human capital management can vary by brand.

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

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

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

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

Our services empower people to cut through travel barriers like money, time, language, and overwhelming options, 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.

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

The following table shows the key services we offer to consumers:

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

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

We seek to grow our business through innovation by providing a best-in-class user experience with intuitive, easy-to-use websites and mobile apps and by building stronger relationships with our consumers and partners.

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.

In 2022, we continued to grow our flight offering at Booking.com, including expanding into over 50 countries by the end of the year.

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

We continue to optimize collaboration among our brands to provide consumers with the most comprehensive and value-oriented services.

In 2022, we continued to scale our flight offerings to more markets, and offer payments solutions to more consumers and partners.

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

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.

Booking.com and Rentalcars.com also offer pre-booked taxi and black car services at over 1,600 airports throughout the world.

They could also delay or prevent potential acquisitions, and materially damage our reputation, brands, global expansion efforts, ability to attract and retain employees and business partners, business, and operating results.

Some data protection and privacy

In many cases, data protection and privacy laws restrict the transfers of information among our subsidiaries, including employee information.

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

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.

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

These internal systems and platforms are designed to include open application protocol interfaces that can provide connectivity to vendors in the industries in which we operate.

These include large global systems, such as accommodation, flight, and rental car reservation systems, and financial service providers, as well as individual accommodation service providers, such as independent hotels.

All data center facilities have a continuous power supply system, generators, redundant servers, and multiple back-up systems.

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.

The COVID-19 pandemic has impacted the booking window of our business since its onset in 2020.

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

As the travel market continues to recover from the impact of the COVID-19 pandemic, we expect to see periods of gross bookings growth rate acceleration, which will likely result in periods where our operating margins are negatively impacted due to the timing difference of when marketing expense is recorded and when revenue is recognized.

We operate multiple brands to appeal to different consumers, pursue distinct marketing and business strategies, encourage experimentation and innovation, provide numerous service offerings, and focus on various markets.

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

A number of our brands have adopted more flexible work arrangements, including hybrid work from office and home flex programs.

A description of any material legal proceedings to which we are a party is included in [removed: [Note](#ic60330e838724e9792798886e94028b9_187) [16](#ic60330e838724e9792798886e94028b9_187)] [added: [Note 16](#i12b348851f714a979af30b97926b21e7_181)] to our Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] and is incorporated into this Item 3 by reference.

For the fiscal year ended: December 31, [removed: 2022][added: 2023]

The aggregate market value of common stock held by non-affiliates of Booking Holdings Inc. at June 30, [removed: 2022] [added: 2023] was approximately [removed: $70.1] [added: $97.2] 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: 2022] [added: 2023] 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 [removed: Inc.’s] [added: Inc.'s] common stock was [removed: 37,648,373] [added: 34,171,027] at February [removed: 16, 2023.][added: 15, 2024.]

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: 6, 2023,] [added: 4, 2024,] 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: 2022.][added: 2023.]

Booking Holdings Inc. Annual Report on Form 10-K for the Year Ended December 31, [removed: 2022] [added: 2023] Index

| [Special Note Regarding Forward Looking [removed: Statements](#ic60330e838724e9792798886e94028b9_10)] [added: Statements](#i12b348851f714a979af30b97926b21e7_10)] | | | | | | [removed: [1](#ic60330e838724e9792798886e94028b9_10)] [added: [1](#i12b348851f714a979af30b97926b21e7_10)] | | |

| [Item [removed: 1.](#ic60330e838724e9792798886e94028b9_16)] [added: 1.](#i12b348851f714a979af30b97926b21e7_16)] | | | [removed: [Business](#ic60330e838724e9792798886e94028b9_16)] [added: [Business](#i12b348851f714a979af30b97926b21e7_16)] | | | [removed: [1](#ic60330e838724e9792798886e94028b9_16)] [added: [1](#i12b348851f714a979af30b97926b21e7_16)] | | |

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| [Item [removed: 1B.](#ic60330e838724e9792798886e94028b9_22)] [added: 1B.](#i12b348851f714a979af30b97926b21e7_22)] | | | [Unresolved Staff [removed: Comments](#ic60330e838724e9792798886e94028b9_22)] [added: Comments](#i12b348851f714a979af30b97926b21e7_22)] | | | [removed: [33](#ic60330e838724e9792798886e94028b9_22)] [added: [27](#i12b348851f714a979af30b97926b21e7_22)] | | |

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| [PART [removed: III](#ic60330e838724e9792798886e94028b9_73)] [added: III](#i12b348851f714a979af30b97926b21e7_73)] | | | | | | [removed: [61](#ic60330e838724e9792798886e94028b9_73)] [added: [60](#i12b348851f714a979af30b97926b21e7_73)] | | |

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| [removed: [Signatures](#ic60330e838724e9792798886e94028b9_100)] [added: [Signatures](#i12b348851f714a979af30b97926b21e7_100)] | | | | | | [removed: [66](#ic60330e838724e9792798886e94028b9_100)] [added: [66](#i12b348851f714a979af30b97926b21e7_100)] | | |

| [Consolidated Financial [removed: Statements](#ic60330e838724e9792798886e94028b9_103)] [added: Statements](#i12b348851f714a979af30b97926b21e7_103)] | | | | | | [removed: [68](#ic60330e838724e9792798886e94028b9_103)] [added: [68](#i12b348851f714a979af30b97926b21e7_103)] | | |

*This Annual Report on Form [removed: 10-K] [added: 10-K, including "Management's Discussion] and [added: Analysis of Financial Condition and Results of Operation" in Part II, Item 7, and] the documents incorporated [removed: herein] by reference contain forward-looking statements.

These [removed: forward-looking] statements reflect our views regarding current expectations and projections about future events and conditions and are based on currently available information.

[removed: These forward-looking statements] [added: They] are not guarantees of future performance and are subject to risks, [removed: uncertainties] [added: uncertainties,] and assumptions that are difficult to predict, including the Risk Factors identified in Part I, Item 1A of this Annual [removed: Report; therefore, our actual results could differ materially from those expressed, implied, or forecast in any such forward-looking statements.][added: Report.]

However, readers should carefully review the reports and documents we file or furnish from time to time with the Securities and Exchange Commission (the "SEC" or the [removed: "Commission"), particularly our quarterly reports on Form 10-Q and current reports on Form 8-K.*][added: "Commission").*]

| 3.625% Senior Notes Due 2028 | | | | | | BKNG 28A | | | | | | The NASDAQ Stock Market LLC | | | | | |

| 4.125% Senior Notes Due 2033 | | | | | | BKNG 33 | | | | | | The NASDAQ Stock Market LLC | | | | | |

| [PART I](#i12b348851f714a979af30b97926b21e7_13) | | | | | | [1](#i12b348851f714a979af30b97926b21e7_13) | | |

| [Item 1C.](#i12b348851f714a979af30b97926b21e7_1669) | | | [Cybersecurity](#i12b348851f714a979af30b97926b21e7_1669) | | | [27](#i12b348851f714a979af30b97926b21e7_1669) | | |

| [PART II](#i12b348851f714a979af30b97926b21e7_34) | | | | | | [30](#i12b348851f714a979af30b97926b21e7_34) | | |

| [PART IV](#i12b348851f714a979af30b97926b21e7_91) | | | | | | [60](#i12b348851f714a979af30b97926b21e7_91) | | |

Our actual results could differ materially from those expressed or implied in any such statements.

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

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

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

We are dedicated to upholding our commitment to our customers, partners, and employees to manage cybersecurity, privacy, and data protection and security risk.

Our approach involves various tools, processes, technologies, and controls to identify and manage such risks.

Risk Management and Strategy

Identifying, assessing, and managing cybersecurity risk is generally integrated into our overall risk management systems and processes.

The Company's internal audit function, with primary oversight by the Audit Committee, assesses key risks facing the organization across functions and regions.

These risks are reviewed and discussed by the Company's management-level risk committee, which is a multi-disciplinary committee including representation from senior management in the finance, internal audit, and legal functions, among others.

The risk committee is tasked with ensuring risks, including those related to cybersecurity, are managed and aligning strategic objectives with an appropriate level of risk tolerance.

Our Cyber Risk Management Policy establishes the framework for our cybersecurity risk management and governance.

Our security teams operationalize the Policy across the Company and conduct cyber risk identification, assessment, management, monitoring, tracking, and reporting.

Our privacy program is built upon the privacy principles of transparency, purpose, control, security, embedded privacy, and accountability.

Our privacy teams are responsible for identifying, managing, and reporting on data protection risks.

We leverage the National Institute of Standards and Technology (NIST) frameworks for cybersecurity and privacy.

The NIST frameworks help us to align our security and privacy functions and provide a risk management approach across the Company.

We annually measure our security and privacy program maturity against these frameworks, and engage a third party every other year to assess the current state against these frameworks.

The results of these assessments are discussed with the Board and the Cybersecurity Subcommittee of the Audit Committee.

In addition, our Global

Privacy Advisory Council, consisting of our privacy leaders, leads the development and implementation of strategies to monitor, manage, and remediate privacy risks.

As part of the Company's risk management strategy, we require that all employees complete regular data security and privacy trainings, and conduct phishing tests and specialized training such as secure coding training for our developers.

We also maintain a Security Ambassadors program, where employees act as an extension of the Security and Fraud Department to foster a security-focused culture.

Our security teams engage in threat intelligence, predictive modeling, and penetration testing to understand the Company's threat landscape and reduce the risk and impact of cybersecurity incidents.

These teams have established procedures for detecting, managing, and remediating cybersecurity incidents, and processes for personnel to escalate incidents within the organization.

A cross-functional working group of security, privacy, and legal personnel review significant incidents to determine if further escalation is appropriate.

If an incident could be deemed material, it is escalated, and we consult with outside counsel during this assessment as appropriate.

Our internal audit function collaborates with the security teams to participate in an integrated cybersecurity assurance program.

The internal audit function also performs its own cybersecurity audits and reviews certain cybersecurity-related practices, such as access controls, as part of their assessment of our internal control over financial reporting.

From time to time we have taken steps to improve our practices and remedy deficiencies that have been identified.

Our enterprise-wide information security program is also independently assessed every other year by a third party as part of our enterprise risk management, and our Cybersecurity Subcommittee reviews the assessment findings.

We seek to advance our program maturity in line with our review and management of cybersecurity risks.

We rely on certain third-party computer systems and third-party service providers, including global distribution systems ("GDSs") and computerized central travel reservation systems in connection with providing some of our services.

We also depend upon various third parties to process payments for our transactions around the world.

These third party business partners, service providers, and consultants need to access our customer and other data, and connect to our computer networks.

We define expected security and privacy requirements through our contracting processes with third parties and we perform third-party cyber risk assessments to monitor the cyber risk management efforts of third parties as needed.

Although we expend significant resources to protect against security breaches, our existing security measures may not be successful in preventing all attacks on our systems.

We have experienced cybersecurity incidents and threats, including malware, phishing, partner and customer account takeover attacks, and denial-of-service attacks on our systems.

We do not believe these cybersecurity incidents have had a materially adverse effect on our Company, including our business strategy, results of operations, or financial condition.

For further discussion, see Part I, Item 1A, Risk Factors - "*Information Security, Cybersecurity, and Data Privacy Risks.*"

Governance

The Board and Audit Committee maintain responsibility for enterprise risk oversight related to cybersecurity, privacy, and data protection and security.

The Audit Committee has delegated the primary responsibility for oversight of compliance and risk management efforts and processes related to these matters to the Cybersecurity Subcommittee, which was established in 2023 and is comprised of independent directors.

The Cybersecurity Subcommittee oversees management's efforts and processes to identify, assess, manage, and monitor significant cybersecurity and privacy risks and regulatory developments in this area.

At February [removed: 16, 2023,] [added: 15, 2024,] there were approximately [removed: 130] [added: 117] shareholders of record of Booking Holdings Inc.'s common stock.

The following graph shows the total stockholder return through December 31, [removed: 2022] [added: 2023] of an investment of $100 in cash on December 31, [removed: 2017] [added: 2018] for our common stock and an investment of $100 in cash on December 31, [removed: 2017] [added: 2018] for (i) the NASDAQ Composite Index, (ii) the Standard and Poor's 500 Index, and (iii) the Research Data Group ("RDG") Internet Composite Index.

[removed: ][added: ]

The following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, [removed: 2022:][added: 2023 (in billions, except share and per share data):]

| Period | | | | | | Total Number of Shares (or Units) Purchased | | | | | | [removed: Average Price] [added: Average Price] Paid [removed: per Share] [added: per Share] (or Unit) [added: (1)] | | | | | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | | | | | | | | |

[removed: (1)] [added: (2)] Pursuant to a stock repurchase program announced on [removed: May 9, 2019,] [added: February 23, 2023,] whereby we were authorized to repurchase up to [removed: $15.0] [added: $20] billion of our common stock.

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

The table above does not include adjustments during the three months ended December 31, [removed: 2022] [added: 2023] to previously withheld share amounts [removed: (addition] [added: (reduction] of [removed: ten] [added: 17] shares) that reflect changes to the estimates of employee tax withholding obligations.

On January 25, 2024, our Board of Directors adopted a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock.

Declaration of dividends pursuant to the policy will be subject to the Board’s consideration of, among other things, our financial performance, cash flows, capital needs, and liquidity.

Pursuant to the dividend policy, on February 16, 2024 our Board of Directors declared a quarterly cash dividend of $8.75 per share of common stock, payable on March 28, 2024 to stockholders of record as of the close of business on March 8, 2024.

| 2018 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | | | | | 100.00 | | |

| 2019 | | | | | | 119.24 | | | | | | 136.69 | | | | | | 131.49 | | | | | | 141.93 | | |

| 2020 | | | | | | 129.31 | | | | | | 198.10 | | | | | | 155.68 | | | | | | 194.91 | | |

| 2021 | | | | | | 139.29 | | | | | | 242.03 | | | | | | 200.37 | | | | | | 190.78 | | |

| 2022 | | | | | | 117.00 | | | | | | 163.28 | | | | | | 164.08 | | | | | | 115.68 | | |

| 2023 | | | | | | 205.94 | | | | | | 236.17 | | | | | | 207.21 | | | | | | 168.80 | | |

| October 1, 2023 – | | | | | | 358,082 | | | (2) | | | $ | 2,902 | | | | | 358,082 | | | | | | $ | 15.2 | | | | | (2) | | |

| October 31, 2023 | | | | | | 67 | | | (3) | | | $ | 3,048 | | | | | N/A | | | | | | N/A | | | | | | | | |

| November 1, 2023 – | | | | | | 268,592 | | | (2) | | | $ | 3,034 | | | | | 268,592 | | | | | | $ | 14.3 | | | | | (2) | | |

| November 30, 2023 | | | | | | 2,064 | | | (3) | | | $ | 3,073 | | | | | N/A | | | | | | N/A | | | | | | | | |

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

| December 1, 2023 – | | | | | | 176,957 | | | (2) | | | $ | 3,362 | | | | | 176,957 | | | | | | $ | 13.7 | | | | | (2) | | |

| December 31, 2023 | | | | | | 780 | | | (3) | | | $ | 3,465 | | | | | N/A | | | | | | N/A | | | | | | | | |

| Total | | | | | | 806,542 | | | | | | | | | | | | 803,631 | | | | | | $ | 13.7 | | | | | | | |

(1) These amounts exclude the 1% excise tax mandated by the Inflation Reduction Act on share repurchases.

We have not declared or paid any cash dividends on our capital stock since our inception and do not expect to pay any cash dividends for the foreseeable future.

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 we are in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect.

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

At December 31, 2022, we were in compliance with the relevant maximum leverage ratio covenant.

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

| 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 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: 2022] [added: 2023] and [removed: 2021;] [added: 2022;] Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' [added: (Deficit)] Equity, and Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020;] [added: 2021;] Notes to 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 [removed: such a term is] defined under Exchange Act Rule 13a-15(e).

*Management's Report on Internal Control Over Financial Reporting.* Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as [removed: such 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: 2022.][added: 2023.]

[removed: *Changes in Internal Controls.* No change] [added: However, there were no changes] in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) [added: that] occurred during the three months ended December 31, [removed: 2022] [added: 2023] that materially affected, or [removed: is] [added: are] reasonably likely to materially affect, our internal control over financial reporting.

[added: *Changes in Internal Controls.*] In 2022, we began a multi-year implementation to integrate and upgrade certain [removed: cross-brand global] financial systems and processes, including [removed: but not limited to] SAP S4 [removed: Hana] [added: HANA] ("SAP").

[removed: The impact] [added: As a result] of [removed: such] [added: these improvements, there were] changes to our [removed: processes and procedures related to] internal control over financial reporting [removed: is not material.][added: processes and procedures.]

[removed: As a result,] [added: Further, as the phased implementation of SAP continues,] there will be [removed: certain material] [added: additional] changes to our processes and procedures that [added: are likely to] impact our internal control over financial reporting.

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 [removed: assessing changes] to [added: evaluate and monitor] our internal controls [removed: during subsequent periods.][added: as the implementation continues.]

We have audited the internal control over financial reporting of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] of the Company and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion on those financial statements.

February 22, 2024

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, 2022.

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.

February 23, 2023

Information required by Part III, Item 10 will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] 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: 2022,] [added: 2023,] and is incorporated herein by reference.

Information required by Part III, Item 11 will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] 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: 2022,] [added: 2023,] and is incorporated herein by reference.

Information required by Part III, Item 12 will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] 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: 2022,] [added: 2023,] and is incorporated herein by reference.

Information required by Part III, Item 13 will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] 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: 2022,] [added: 2023,] and is incorporated herein by reference.

Information required by Part III, Item 14 will be included in our Proxy Statement relating to our [removed: 2023] [added: 2024] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021;] [added: 2022;] Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders' [removed: Equity] [added: (Deficit) Equity,] and Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020;] [added: 2021;] Notes to our Consolidated Financial Statements; [removed: and] Report of Independent Registered Public Accounting [removed: Firm.][added: Firm; and Schedule I - Condensed Financial Information of Parent (Booking Holdings Inc.).]

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

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

| [removed: [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)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/1075531/000110465916122663/a16-11950_1ex4d1.htm)(l)] | | | Form of 3.600% Senior Note due 2026. | | |

| [removed: [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)] [added: [4.12](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. | | |

| [removed: [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)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)[3](http://www.sec.gov/Archives/edgar/data/1075531/000110465917052057/a17-20224_1ex4d2.htm)(m)] | | | Form of [removed: 2.750%] [added: 3.550%] Senior Note due [removed: 2023.] [added: 2028.] | | |

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

| [removed: [4.1](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)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-2.htm)[26](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-2.htm)(n)] | | | Form of [removed: 3.550%] [added: 0.500%] Senior Note due 2028. | | |

| [removed: [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)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-4.htm)[7](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-4.htm)(n)] | | | 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.](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)[17](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)[15](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex423.htm)(bb)] | | | Description of the Company's Common Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [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)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)[16](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex426.htm)(bb)] | | | Description of the Company's 2.375% Senior Notes due 2024 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [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)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)[7](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000011/bkng1231201910kex427.htm)(bb)] | | | Description of the Company's 1.800% Senior Notes due 2027 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [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)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2025notes.htm)[18](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2025notes.htm)(gg)] | | | Description of the Company's 0.100% Senior Notes due 2025 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [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)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2028notes.htm)[19](https://www.sec.gov/Archives/edgar/data/1075531/000107553122000008/descriptionof2028notes.htm)(gg)] | | | Description of the Company's 0.500% Senior Notes due 2028 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [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)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)[0](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-3.htm)(z)] | | | Form of 4.625% Senior Note due 2030. | | |

| [removed: [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)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)[1](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-7.htm)(z)] | | | [removed: Officer’s] [added: Officers'] Certificate, dated April 13, 2020, with respect to the 4.625% Senior Notes due 2030. | | |

| [removed: [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)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)[2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-4.htm)(z)] | | | Form of 0.750% Convertible Senior Note due 2025. | | |

| [removed: [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)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)[3](https://www.sec.gov/Archives/edgar/data/1075531/000110465920046353/tm2015100d6_ex4-8.htm)(z)] | | | Indenture, dated as of April 14, 2020, between Booking Holdings Inc. and U.S. Bank National Association, as trustee. | | |

| [removed: [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)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-1.htm)[4](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-1.htm)(n)] | | | Form of 0.100% Senior Note due 2025. | | |

| [removed: [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)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-3.htm)[5](https://www.sec.gov/Archives/edgar/data/1075531/000110465921033367/tm218924d1_ex4-3.htm)(n)] | | | Officers' Certificate, dated March 8, 2021, with respect to the 0.100% Senior Notes due 2025. | | |

| [removed: [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)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-2.htm)[0](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-2.htm)(hh)] | | | Form of [removed: 0.500%] [added: 4.250%] Senior Note due [removed: 2028.] [added: 2029.] | | |

| [removed: [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)] [added: [4.41](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-3.htm)(ll)] | | | Officers' Certificate, dated [removed: March 8, 2021,] [added: May 12, 2023,] with respect to the [removed: 0.500%] [added: 3.625%] Senior Notes due 2028. | | |

| [removed: [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)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-1.htm)[28](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-1.htm)(hh)] | | | Form of 4.000% Senior Note due 2026. | | |

| [removed: [4.31](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-5.htm)(ll)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-5.htm)[29](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-5.htm)(hh)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.000% Senior Notes due 2026. | | |

| [removed: [4.32](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-2.htm)(ll)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-3.htm)[2](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-3.htm)(hh)] | | | Form of [removed: 4.250%] [added: 4.500%] Senior Note due [removed: 2029.] [added: 2031.] | | |

| [removed: [4.33](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-6.htm)(ll)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-6.htm)[1](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-6.htm)(hh)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.250% Senior Notes due 2029. | | |

| [removed: [4.34](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-3.htm)(ll)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-4.htm)[4](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-4.htm)(hh)] | | | Form of [removed: 4.500%] [added: 4.750%] Senior Note due [removed: 2031.] [added: 2034.] | | |

| [removed: [4.35](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-7.htm)(ll)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-7.htm)[3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-7.htm)(hh)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.500% Senior Notes due 2031. | | |

| [removed: [4.36](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-4.htm)(ll)] [added: [4.40](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-1.htm)(ll)] | | | Form of [removed: 4.750%] [added: 3.625%] Senior Note due [removed: 2034.] [added: 2028.] | | |

| [removed: [4.37](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-8.htm)(ll)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-8.htm)[5](https://www.sec.gov/Archives/edgar/data/1075531/000110465922119133/tm2228651d6_ex4-8.htm)(hh)] | | | Officers' Certificate, dated November 15, 2022, with respect to the 4.750% Senior Notes due 2034. | | |

| [removed: [4.38](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2026notes.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2026notes.htm)[6](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2026notes.htm)(kk)] | | | Description of the Company's 4.000% Senior Notes due 2026 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.39](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2029notes.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2029notes.htm)[7](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2029notes.htm)(kk)] | | | Description of the Company's 4.250% Senior Notes due 2029 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.40](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2031notes.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2031notes.htm)[38](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2031notes.htm)(kk)] | | | Description of the Company's 4.500% Senior Notes due 2031 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [removed: [4.41](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2034notes.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2034notes.htm)[39](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000016/descriptionof2034notes.htm)(kk)] | | | Description of the Company's 4.750% Senior Notes due 2034 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

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

| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000027/exhibit101.htm)(gg)+] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000027/exhibit101.htm)(cc)+] | | | Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan. | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1075531/000107553118000017/ex9912018formpsu.htm)(q)+] [added: [10.](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000037/formpsu.htm)[4](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000037/formpsu.htm)(dd)+] | | | [removed: 2018] Form of Performance Share Unit Agreement under the [added: Company's] 1999 Omnibus Plan. | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1075531/000107553119000011/a2019formpsuexhibit991.htm)(s)+] [added: [10.30](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000013/ex991formofpsuagreement223.htm)(nn)+] | | | [removed: 2019] Form of Performance Share Unit Agreement under the [added: Company's] 1999 Omnibus Plan. | | |

| [removed: [10.6](https://www.sec.gov/Archives/edgar/data/1075531/000107553120000037/formpsu.htm)(hh)+] [added: [10.31](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000013/ex992formofrsuagreement223.htm)(nn)+] | | | Form of [removed: Performance Share] [added: Restricted Stock] Unit Agreement under the Company's 1999 Omnibus Plan. | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1075531/000107553117000011/thepricelinegroupinc-kayak.htm)(r)+] [added: [10.](http://www.sec.gov/Archives/edgar/data/1075531/000107553117000011/thepricelinegroupinc-kayak.htm)[5](http://www.sec.gov/Archives/edgar/data/1075531/000107553117000011/thepricelinegroupinc-kayak.htm)(p)+] | | | Amended and Restated KAYAK Software Corporation 2012 Equity Incentive Plan. | | |

| [4.42](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-2.htm)(ll) | | | Form of 4.125% Senior Note due 2033. | | |

| [4.43](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-4.htm)(ll) | | | Officers' Certificate, dated May 12, 2023, with respect to the 4.125% Senior Notes due 2033. | | |

| [4.44](https://www.sec.gov/Archives/edgar/data/1075531/000110465923059823/tm2315420d1_ex4-5.htm)(ll) | | | Agency Agreement, dated as of May 12, 2023, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar, and trustee. | | |

| [4.45](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng12312310kex445.htm) | | | Description of the Company's 3.625% Senior Notes due 2028 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| [4.46](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng12312310kex446.htm) | | | Description of the Company's 4.125% Senior Notes due 2033 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |

| | | | | | |

| [10.29](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000031/ex101creditagreementamendm.htm)(mm) | | | Amendment No. 4, dated as of January 6, 2023, 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. | | |

| [10.32](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000013/a2023letteragreement-gould.htm)(nn)+ | | | Letter Agreement, dated February 23, 2023, by and between the Company and David I. Goulden. | | |

| [10.33](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000033/creditagreementexhibit.htm)(oo)* | | | Credit Agreement, dated as of May 17, 2023, among the Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent. | | |

| [10.34](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000047/pisanoemploymentagreement.htm)(pp)+ | | | Employment Agreement, dated December 4, 2019, by and between Booking.com International BV and Paulo Pisano. | | |

| [10.35](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000019/ex991-summaryoftermination.htm)(qq)+ | | | Description of Termination Pay Policy, effective as of April 5, 2023. | | |

| [10.36](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000065/exhibit991es.htm)(rr)+ | | | Employment Agreement, dated December 1, 2023, by and between the Company and Ewout Steenbergen. | | |

| [10.37](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000065/exhibit993.htm)(rr)+ | | | Form of Restricted Stock Unit Agreement under the Company's 1999 Omnibus Plan. | | |

| [10.38](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000065/exhibit994.htm)(rr)+ | | | Non-Competition and Non-Solicitation Agreement, dated December 1, 2023, by and between the Company and Ewout L. Steenbergen. | | |

| [10.39](https://www.sec.gov/Archives/edgar/data/1075531/000107553123000065/exhibit995.htm)(rr)+ | | | Employee Confidentiality and Assignment Agreement, dated December 4, 2023, by and between the Company and Ewout L. Steenbergen. | | |

| [97.1](https://www.sec.gov/Archives/edgar/data/1075531/000107553124000014/bkng12312310kex971.htm) | | | Booking Holdings Inc. Financial Restatement Recovery Policy. | | |

| | | | | | |

| Exhibit Number | | | Description | | |

* Schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company hereby undertakes to furnish copies of any of the omitted schedules or similar attachments upon request by the Securities and Exchange Commission.

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

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

| (mm) | | | Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on May 4, 2023 (File No. 1-36691). | | |

| (nn) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on February 23, 2023 (File No. 1-36691). | | |

| (oo) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on May 19, 2023 (File No. 1-36691). | | |

| (pp) | | | Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on August 3, 2023 (File No. 1-36691). | | |

| (qq) | | | Previously filed as an exhibit to the Current Report on Form 8-K filed on April 11, 2023 (File No. 1-36691). | | |

information about the Company or the other parties to the agreements.

| | | | | | | Date: | | | February [removed: 23, 2023] [added: 22, 2024] | | |

[removed: Goulden] [added: Goulden,] and Peter J.

| /s/ Robert J. Mylod Jr. | | | | | | Director, Chair of the Board | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Glenn D. Fogel | | | | | | Director, Chief Executive Officer and President | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ David I. Goulden | | | | | | Executive Vice President and Chief Financial | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Susana D'Emic | | | | | | Chief Accounting Officer and Controller | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Mirian Graddick-Weir | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Wei Hopeman | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Charles H. Noski | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Larry Quinlan | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Nicholas J. Read | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Thomas E. Rothman | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Sumit Singh | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Lynn Vojvodich Radakovich | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Vanessa A. Wittman | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) | | | [removed: [69](#ic60330e838724e9792798886e94028b9_106)] [added: [69](#i12b348851f714a979af30b97926b21e7_106)] | | |

| Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [72](#ic60330e838724e9792798886e94028b9_109)] [added: [72](#i12b348851f714a979af30b97926b21e7_109)] | | |

| Consolidated Statements of Operations for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [73](#ic60330e838724e9792798886e94028b9_115)] [added: [73](#i12b348851f714a979af30b97926b21e7_115)] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [74](#ic60330e838724e9792798886e94028b9_121)] [added: [74](#i12b348851f714a979af30b97926b21e7_121)] | | |

| Consolidated Statements of Changes in Stockholders' [added: (Deficit)] Equity for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [75](#ic60330e838724e9792798886e94028b9_124)] [added: [75](#i12b348851f714a979af30b97926b21e7_124)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] | | | [removed: [76](#ic60330e838724e9792798886e94028b9_127)] [added: [76](#i12b348851f714a979af30b97926b21e7_127)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [77](#ic60330e838724e9792798886e94028b9_130)] [added: [77](#i12b348851f714a979af30b97926b21e7_130)] | | |

We have audited the accompanying consolidated balance sheets of Booking Holdings Inc. and subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, changes in stockholders' [added: (deficit)] equity, and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes [added: and the schedule listed in the Index at Item 15] (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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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 [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Total Revenues] [added: Revenue] \- Refer to Notes 2 and 3 to the financial statements

Substantially all of the Company’s [removed: revenues are] [added: revenue is] generated by providing online travel reservation services, which principally allow travelers to book travel reservations with travel service providers through the Company’s platforms.

[removed: Revenues consist] [added: Revenue consists] of a significant volume of low-dollar transactions utilizing multiple custom systems.

We identified [removed: total revenues] [added: revenue] as a critical audit matter as the majority of the processes to calculate and record [removed: revenues] [added: revenue] are highly automated, rely on a number of custom systems, and involve interfacing significant volumes of data across multiple systems.

- We performed detail transaction testing by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the recorded [removed: revenues.][added: revenue.]

A substantial portion of the Company's [added: intangible assets and] goodwill relates to the acquisitions of [removed: KAYAK in 2013, OpenTable in 2014] [added: KAYAK, OpenTable,] and [removed: Getaroom in 2021.][added: Getaroom.]

With respect to the income approach, management makes significant estimates and assumptions related to forecasts of future performance, including revenues, operating [removed: margins] [added: margins,] and discount rates.

Commitments and Contingencies - [removed: Tax Matters \-] [added: Competition and Consumer Protection Reviews and Other Matters -] Refer to Note 16 to the financial statements

[removed: During the year] [added: In December 2022,] the Company entered into an agreement with the French tax authorities to settle [removed: tax assessments from 2006-2018 for $163 million.][added: all the income and]

Our audit procedures related to the [removed: accounting for the tax positions associated with] [added: loss contingency related to] the [removed: tax assessments] [added: CNMC matter] included the following, among others:

| | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 12,221] [added: 12,107] | | | | | $ | [removed: 11,127] [added: 12,221] | |

| Short-term investments (Available-for-sale debt securities: Amortized cost of [removed: $176] [added: $580] and [removed: $25,] [added: $176,] respectively) | | | | | | [removed: 175] [added: 576] | | | | | | [removed: 25] [added: 175] | | |

| Accounts receivable, net (Allowance for expected credit losses of [removed: $117] [added: $137] and [removed: $101,] [added: $117,] respectively) | | | | | | [removed: 2,229] [added: 3,253] | | | | | | [removed: 1,358] [added: 2,229] | | |

| Other current assets | | | | | | [removed: 696] [added: 454] | | | | | | [removed: 231] [added: 696] | | |

| /s/ Kelly Grier | | | | | | Director | | | | | | February 22, 2024 | | |

| Kelly Grier | | | | | | | | | | | | | | |

The Company has been the subject of an open investigation with Comisión Nacional de los Mercados y la Competencia in Spain (the "CNMC") as to whether certain practices by Booking.com may produce adverse effects for hotels and other online travel companies.

The Company recorded a loss contingency of 486 million Euros ($530 million) in the consolidated statement of operations for the year ended December 31, 2023.

Given the significant judgment made by management to determine both the likelihood and the estimated amount of a loss related to such matters, performing audit procedures to evaluate management's accounting for and disclosure of the loss contingency related to the CNMC matter involved challenging and subjective auditor judgment, including the need to involve professionals in our firm with expertise in Spanish competition law.

- We tested the effectiveness of internal controls related to management’s review of the loss contingency and approval of the accounting treatment and related disclosures.

- With the involvement of a professional in our firm with expertise in Spanish competition law, we:

–Inquired of the Company’s internal legal counsel to understand the legal merits and the basis for the Company’s conclusion specific to the likelihood of loss and the estimate of potential loss or range of loss.

–Requested and received written responses from internal and external legal counsel.

–Obtained and evaluated management’s evaluation of the loss contingency, including making inquiries of management to evaluate and corroborate our understanding of information obtained from internal and external legal counsel.

–Read the draft decision from the CNMC and the related response from the Company.

–Evaluated whether the Company’s disclosures were consistent with our testing.

February 22, 2024

| | | | | | | 2023 | | | | | | 2022 | | |

| Prepaid expenses, net | | | | | | 644 | | | | | | 477 | | |

| Other assets, net | | | | | | 940 | | | | | | 824 | | |

| Sales and other expenses | | | | | | 2,744 | | | | | | 1,986 | | | | | | 979 | | |

| General and administrative | | | | | | 1,555 | | | | | | 766 | | | | | | 522 | | |

| Other operating expenses | | | | | | 5 | | | | | | (199) | | | | | | 13 | | |

| Net income | | | | | | $ | 4,289 | | | | | $ | 3,058 | | | | | $ | 1,165 | |

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

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

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

| Balance, December 31, 2023 | | | | | | 64,048 | | | | | | $ | — | | | | | (29,650) | | | | | | $ | (41,426) | | | | | $ | 7,175 | | | | | $ | 31,830 | | | | | $ | (323) | | | | | $ | (2,744) | |

| Net income | | | | | | $ | 4,289 | | | | | $ | 3,058 | | | | | $ | 1,165 | |

| Depreciation and amortization | | | | | | 504 | | | | | | 451 | | | | | | 421 | | |

| Proceeds from exercise of stock options | | | | | | 134 | | | | | | 7 | | | | | | 5 | | |

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

See Note 20 for information related to restricted cash and cash equivalents.

The Company generally recognizes and measures contract assets and contract liabilities in a business combination at amounts consistent with those recorded by the acquired business.

*Incentive Programs*

General and administrative expenses consist primarily of fees for certain outside professionals, occupancy and office expenses, certain travel transaction taxes, and personnel-related expenses such as travel, relocation, recruiting, and training expenses.

In the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, the Company has reclassified certain indirect taxes, primarily digital services taxes, between "General and administrative" expenses and "Sales and other expenses" to conform to the presentation in the Consolidated Statement of Operations for the year ended December 31, 2023.

The current presentation of "Sales and other expenses" reflects the aggregation of costs that are generally more likely to vary based on changes in revenues.

These reclassifications did not affect previously reported Revenue, Operating income, Income before income taxes, or Net income in the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021.

The following table presents the impact of the reclassifications on the Company's Consolidated Statements of Operations (in millions):

| Reclassifications | | | | | | 168 | | | | | | 98 | | |

| Sales and other expenses (New presentation) | | | | | | $ | 1,986 | | | | | $ | 979 | |

| Reclassifications | | | | | | (168) | | | | | | (98) | | |

| General and administrative (New presentation) | | | | | | $ | 766 | | | | | $ | 522 | |

| /s/ Timothy M. Armstrong | | | | | | Director | | | | | | February 23, 2023 | | |

| Timothy M. Armstrong | | | | | | | | | | | | | | |

Total revenues for the year ended December 31, 2022 were $17.1 billion.

The total goodwill balance was $2.8 billion as of December 31, 2022.

The Company is subject to ongoing tax examinations and assessments in various jurisdictions.

Further the Company has on-going income tax and indirect tax assessments relating to permanent establishment, transfer pricing matters, and/or value added taxes ("VAT"), including interest and penalties from French, Italian, and Turkish tax authorities in the amount of $40 million, $268 million, and $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 $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

the Company is contesting these assessments.

The Company has recorded a liability of $163 million for the French settlement.

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.

Given the complexity of the relevant tax laws and regulations, auditing management's evaluation and accounting for the tax positions associated with these tax assessments involved subjective and complex judgments.

- We tested the effectiveness of controls over accounting for uncertain tax positions.

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

- With the assistance of our income tax specialists, we evaluated management's analysis regarding the likelihood of sustaining its tax positions upon examination by the relevant tax authorities and, we evaluated management's estimate of the amount of tax benefit recognized.

- With the assistance of our indirect tax specialists, we assessed the reasonableness of the indirect tax contingent liability.

- We assessed the basis of the Company's analysis and measurement by obtaining, reading, and evaluating relevant third-party specialists' reports and the Company's documentation.

- We obtained, read, and evaluated relevant correspondence between the Company and the tax authorities.

- We evaluated any developments in the matters during the current fiscal year through inquiry of both Company personnel and the Company's third-party specialists.

February 23, 2023

| Prepaid expenses, net (Allowance for expected credit losses of $18 and $29, respectively) | | | | | | 477 | | | | | | 404 | | |

| Other assets, net (Allowance for expected credit losses of $5 and $18, respectively) | | | | | | 824 | | | | | | 1,059 | | |

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

| Restructuring, disposal, and other exit activities | | | | | | (199) | | | | | | 13 | | | | | | 149 | | |

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

| Balance, December 31, 2019 | | | | | | 63,179 | | | | | | $ | — | | | | | (21,762) | | | | | | $ | (22,864) | | | | | $ | 5,756 | | | | | $ | 23,232 | | | | | $ | (191) | | | | | $ | 5,933 | |

| Cumulative effect of adoption of accounting standards update | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | | | | | — | | | | | | (3) | | |

| Issuance of convertible senior notes | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 96 | | | | | | — | | | | | | — | | | | | | 96 | | |

| Conversion of debt | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (245) | | | | | | — | | | | | | — | | | | | | (245) | | |

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

During the year ended December 31, 2020, given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company's travel service provider and restaurant customers and marketing affiliates, the Company increased its provision for expected credit losses (also referred to as provision for bad debts or provision for uncollectible accounts) on receivables from and prepayments to its travel service provider and restaurant customers and marketing affiliates (see Note 7).

Moreover, due to the high level of cancellations of existing reservations, the Company incurred higher than normal cash outlays to refund consumers for prepaid reservations, including certain situations where the Company had already transferred the prepayment to the travel service provider.

During the year ended December 31, 2021, based on its review of recent historical credit loss experience and stability in the economic conditions in certain markets, the Company revised its estimates of expected credit losses (see Note 7).

Any significant increase in the Company’s provision for expected credit losses and any significant increase in cash outlays to refund consumers would have a corresponding adverse effect on the Company's results of operations and related cash flows.

As a result of the deterioration of the Company’s business due to the COVID-19 pandemic, the Company recorded significant goodwill impairment charges during the year ended December 31, 2020 (see Note 11).

In addition, the Company recorded a significant impairment charge during the year ended December 31, 2020 for one of the Company's long-term investments (see Notes 5 and 6).

It is possible that the Company may have to record additional significant impairment charges in future periods.

In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic, during the year ended December 31, 2020, the Company took actions to reduce the size of its workforce to optimize efficiency and reduce costs.

The Company also participated in certain governmental assistance programs and received certain grants and other assistance.

In June 2021, the Company announced its intention to voluntarily return the government assistance received and completed the repayments by December 2021.