Our mission is to help peoplemake it easier for everyone to experience the world. We operate six primary brands:

Booking Holdings Inc. was formed as a Delaware limited liability company in 1997 and was converted into a Delaware corporation named priceline.com Incorporated in July 1998.  On April 1, 2014, the Company changed its name from priceline.com Incorporated to The Priceline Group Inc., and, on February 21, 2018, the Company changed its name to Booking Holdings Inc. Our common stock is listed on the NASDAQ Global Select Market under the symbol "BKNG,"BKNG." and traded under the symbol "PCLN" prior to February 27, 2018.  Our principal executive offices are located at 800 Connecticut Avenue, Norwalk, Connecticut 06854. We refer to our company and all of our subsidiaries and brands collectively as "Booking Holdings," the "Company," "we," "our""our," or "us."

We derive substantially all of our revenues from providing online travel reservation services, which facilitate online travel purchases between travel service providers and gross profittravelers (which we generally refer to as "partners" and "consumers," respectively). We also earn revenues from advertising services, restaurant reservations, and various other services, such as travel-related insurance and restaurant management services.

For the following sources:year ended December 31, 2023, we had revenues of $21.4 billion, which we classify as "merchant" revenues, "agency" revenues, and "advertising and other" revenues.

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

We focus on relentless innovation and execution and a commitment to serve both consumers and our travel service provider and restaurant partners with unmatched service and best-in-class digital technology. The onlineWe believe that global travel and dining categoriesbookings will generally continue to grow as consumer purchasing shiftswhile shifting from traditional offline channelsmethods to interactive online channels including mobile channels. Our strategy islike ours. We expect to continuebenefit from this growth in travel and the continued shift to participate broadly in this online growth by expandingchannels as we work to expand our service offerings and markets.increase our presence in key geographies. In particular, we aimseek to be the world leader in online travel and restaurant reservation and related services by (a) leveragingleverage technology to provide consumers with the best experience, (b) partneringpartner with travel service providers and restaurants to our mutual benefit, (c) operating entrepreneurialoperate multiple brands that collaborate and share best practices,with each other, and (d) investinginvest in profitable and sustainable growth.

We continue to innovate to meet the needs of our consumers and partners through intuitive, easy-to-use websites and mobile apps. An increasing percentage of our room nights are booked on our mobile apps. We believe that our development of payments capabilities across the Company removes friction from the booking process and delivers additional value for travelers. 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 makeoffer a differentiated and personalized online travel easy, frictionlessplanning, booking, payment, and personalin-trip experience for each trip, enhanced by a robust loyalty program that provides value to travelers and to offerpartners across all trips. In the near term, we are focused on providing consumers the most trusted brand,ability to build a complete travel itinerary on our platforms by, for example, enabling them to book convenient ground transportation to coincide with their flight arrival or attractions near their accommodation, and developing a generative AI assisted trip planner. We also continue to grow verticals such as our flight offering, with 2023 flight ticket growth across the most personalized experience and the most extensive, varied and comprehensive accommodation selection in every geography at the best prices. For example, Booking.com increasingly provides reservation services for accommodations other than hotels. Booking.com included approximately 1,586,000 properties on its website as

We have established widely used and recognized e-commerce brands through marketing campaigns and promotional campaigns. Both our performance advertising expense and brand advertising expense have increased significantly in recent years, a trend we expect to continue. During 2017, our total performance advertising expense was approximately $4.1 billion, primarily related to thestrategic use of online search engines (primarily Google), meta-searchperformance marketing spend. We invest in marketing and travel research servicesother brand building to preserve and affiliate marketing to generate traffic to our websites. We also invested approximately $392 million in brand advertising during 2017. We intend to continue a strategy of promoting brandenhance consumer awareness through both online and offline advertising efforts, including by expanding brand campaigns into additional markets. We expense the substantial majority of our advertising activities as the expense is incurred, which is typically in the quarter in which reservations are booked, but have recognized most of our gross profit when the consumer's travel or dining experience is completed. Beginning January 1, 2018, we will recognize revenue for our travel reservation services on a “check-in” basis, such that revenue will be recognized upon check-in at an accommodation, pick-up of a rental car or boarding of a flight. In either case, as a result of this timing difference between when advertising expense is incurred and revenue or gross profit is recognized, advertising expense may not be recognized in the same period as the associated revenue or gross profit.brands.

We compete globally with both online and traditional travel and restaurant reservation and related services. The markets for the services we offer are and are expected to remain, intensely competitive and currentconstantly evolving. Current and new competitors can launch new services at a relatively low cost. Some of our current and potential competitors such as Google, Apple, Alibaba, Tencent, Amazoninclude the largest global technology companies, which have significantly more customers or users, consumer data, and Facebook, have access to significantly greater and more diversified resources than we do, and they may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses) to enable thembusinesses, or generative AI capabilities) to compete more effectively with us. For example, Google has entered various aspects of theGoogle's online travel market, includingofferings have grown rapidly in this area by establishing alinking travel search services to its dominant search functionality through flight, hotel, and alternative accommodations meta-search product (“Google Flights”)products, and a hotel meta-search business ("Google Hotel Ads") that are growing rapidly, as well as its "Book on Google" reservation functionality andby integrating such products into its Google TripsMaps app.

We currently, or may potentially in the future, compete with a variety of companies, including:

Our ability to provide our services and may create additional inroads into online travel. Google's travel meta-searchany future services Google Hotel Adsis affected by legal regulations of governments and Google Flights,regulatory authorities around the world, many of which are growing rapidlyevolving and have achieved significant market sharesubject to revised interpretations. Violations of any laws or regulations could result in a relatively short time. Meta-search services leverage their search technology to aggregate travel search results for the consumer's specific itinerary across travel service provider (e.g., accommodations, rental car companiesfines, penalties, and criminal sanctions against us, our officers or airlines), OTCemployees, and other travel websites and, in many instances, compete directly with us for customers. Meta-search services intend to appeal to consumers by showing broader travel search results than may be available through OTCsprohibitions on how or other travel websites,where we conduct our business, which could lead to travel service providers or others gaining a larger share of search traffic. TripAdvisor and trivago, two other leading meta-search companies, support their meta-search services with significant brand and performance advertising. Throughdamage our KAYAK meta-search service, we compete directly with other meta-search services. Further, meta-search services may evolve into more traditional OTCs by offering consumers thereputation, brands, global expansion efforts, ability to make travel reservations directly through their websites. For example, TripAdvisor allows consumers to make a reservation on TripAdvisor at some accommodations through its "Instant Booking" offering, which includes participationattract 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 many of the leading global hotel chains.

 

A meaningful amount ofIn 2023, our gross bookings are generated earlywere generally similar in the first three quarters of the year as customers plan and reserve their spring and summer vacationshigher than in Europe and North America. However, historically wethe fourth quarter. We generally have not recognized revenue from these bookings until the travel is completed (on “check-out”), which can be in a quarter other than when the reservation is booked. Beginning on January 1, 2018, we began recognizing revenue for financial reporting purposes inrecognize our 2018 financial statements when the travel begins (on “check-in”), which can also be in a quarter other than when the reservation is booked. In contrast, we expense the substantial majority of our advertisingmarketing activities as the expense is incurred, which in the case of performance advertising in particular, is typically in the quarter in whichwhen the gross bookings for the associated reservations are booked.recognized. However, we would generally recognize revenue from these bookings when the travel begins (at "check-in"), and accommodation check-ins in Europe and North America are generally highest in the third quarter during those regions' peak summer travel season and lowest in the first quarter. As a result of this potential timing difference between when we record advertising expensemarketing expenses and when we generally recognize associated revenue,revenues, we have historically experiencedtypically experience our highest levels of profitability in the secondthird quarter and third quarters of the year, which is when we experience the highest levels of accommodation check-outs for the year for our European and North American businesses. We expect this to continue under our new revenue recognition policy. The first quarter of the year is typically our lowest level of profitability in the first quarter. In addition to the typical seasonality effects on our business, our quarterly results and may experience volatility in earningsquarterly year-over-year growth rates due to these and other seasonal timing factors. For our Asia-Pacific business, we experience the highest levels of accommodation bookings in the third and fourth quarters of the year, and the highest levels of travel consumption in the fourth quarter. As the relative growth rates for these businesses fluctuate, the quarterly distribution of our operating results may vary.can be impacted by:

Our employees are fundamental to delivering on our mission to make it easier for everyone to experience the world. Our goal is typically less impacted by decelerating gross bookings growthto attract, develop, and retain highly-skilled talent with a significant focus on a diverse workforce operating in an equitable and inclusive environment. We are committed to engaging with our employees across our Company and maintaining a productive workforce that is proud to work for Booking Holdings.

Our Board of Directors and the near term due to the benefitTalent and Compensation Committee have oversight of revenue related to reservations booked in previous quarters. Conversely, in periods where our gross bookings growth rate accelerates,human capital management. As a result of our operating margins are typically negatively impactedstructure with multiple distinct brands, our approach to human capital management can vary by relatively more variable advertising expense. In addition, gross profit growth is typically less impacted by accelerating gross bookings growth in the near term as a portion of the revenue recognized from such gross bookings will occur in future quarters.brand.

 

We maintain websites with the addresses www.bookingholdings.com, www.booking.com, www.priceline.com, www.agoda.com, www.kayak.com, www.agoda.com, www.rentalcars.com,and www.opentable.com, and www.momondo.com, among others. We are not including the information contained on our websites as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge through the www.bookingholdings.com website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. These reports and other information are also available, free of charge, at www.sec.gov. Alternatively, the public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.  In addition, the Company's Code of Conduct is available through the www.bookingholdings.com website and any amendments to or waivers of the Code of Conduct will be disclosed on that website.

The risk factors section below contains a description of the significant risks facing our Company and should be carefully considered in full. The following is only a summary of the principal risks occur,that make an investment in our securities speculative or risky.

Our financial results and prospects are almost entirely dependentdepend upon the sale of travel services. Travel, including accommodation (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels and other properties), rental car and airline ticket reservations, is significantly dependent on discretionary spending levels. As a result, sales of travel services, tend towhich can fluctuate based on consumer discretionary spending levels. Demand for and sales of travel services often decline during generalperiods of perceived or actual adverse economic downturns and recessionsconditions and times of political or economic uncertainty. Economic and political 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.

These and other macro-economicMacroeconomic uncertainties such as oil prices, geopolitical tensions and differing central bank monetary policies, have led to significant volatility in the exchange rates between the U.S. Dollar and the Euro, the British Pound Sterling and other currencies. Significant fluctuations in currency exchange rates, stock markets, and oil prices, which can also impact consumer travel behavior. For example, although lower oil prices may lead to increased travel activity as consumers have more discretionary funds and airline fares decrease, declines in oil prices may be indicative of broader macro-economic weakness, which in turn could negatively affect the travel industry and our business.

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

We compete globally with both online and traditional travel and restaurant reservation and related services. The markets for the services we offer are intensely competitive and currentconstantly evolving. Current and new competitors can launch new services at a relatively low cost. Some of our current and potential competitors such as Google, Apple, Alibaba, Tencent, Amazoninclude the largest global technology companies, which have significantly more customers or users, consumer data, and Facebook, have access to significantly greater and more diversified resources than we do, and they may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses)businesses or generative AI capabilities) to enable them to compete more effectively with us. For example, 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 such products into Google has entered various aspectsMaps. The structure of the online travel market, including by establishingindustry or consumer preferences could also change in ways that disadvantage us and benefit competitors or new entrants. For example, during the COVID-19 pandemic, we saw a flight meta-search product ("Google Flights")shift in favor of domestic travel and a hotel meta-search product ("Google Hotel Ads") thatalternative accommodations, which benefited competitors more established in those areas. If we are growing rapidly, as well as its "Book on Google" reservation functionalityunable to successfully adapt to such changes, our ability to compete, and its Google Trips app.our business and results of operations, would be adversely affected.

We currently, or may potentially in the future, compete with companies that provide a variety of companies,products and services, including:

Google, the world's largest search engine and one of the world's largest companies and other large, established companies with substantial resources and expertise in developing online commerce and facilitating internet traffic have launched search, meta-search and/or reservation booking services and may create additional inroads into online travel. Google's travel meta-search services, Google Hotel Ads and Google Flights, are growing rapidly and have achieved significant market share in a relatively short time. Meta-search services leverage their search technology to aggregate travel search results for the consumer's specific itinerary across travel service provider (e.g., accommodations, rental car companies or airlines), online travel company ("OTC")providers, OTCs, and other travel websitesonline platforms and in many instances, compete directly with us for customers. Meta-search services intend to appeal to consumers by showing broader travel search results than may be available through OTCs or other travel websites, which could lead to travel service providers or others gaining a larger share of search traffic. Google leverages its general search business to promotecompete with Kayak by showing its meta-search offerings by showingown meta-search results at the top of its organic search results. Further, TripAdvisorresults, and trivago, two other leading meta-search companies, support theiroffers its meta-search services with significant brand and performance advertising. Through our KAYAK meta-search service, we compete directly with other meta-search services. KAYAK depends on access to information relatedfree to travel service pricing, schedules, availability and other related information from OTCs and travel service providers. To the extent OTCs or travel service providers do not provide such information to KAYAK, KAYAK's business and results of operations could be harmed.

We compete with constantly evolving online and/or mobile application platforms. The market for accommodations covers a reservation at some accommodations while staying on TripAdvisor through its "Instant Booking" offering, which includes participation by manywide range of the leading global hotel chains.  We have been participating in Instant Booking since 2015, howeverproperty types including alternative accommodations. As such, participation may not result in substantial incremental bookings and could cannibalize business that would otherwise come to us through other ad offerings on TripAdvisor, directly (including after a consumer first visits TripAdvisor) or through other channels, some of which may be more profitable to us than reservations generated through Instant Booking. To the extent consumers book travel services through a service such as TripAdvisor's Instant Booking, Google's "Book on Google," a meta-search website or directly with a travel service provider after visiting a meta-search website or meta-search utility on a traditional search engine without using an OTCcompanies like us, or if meta-search services limit our participation within their search results or evolve into more traditional OTCs, we may need to increase our advertising or other customer acquisition costs to maintain or grow our reservation bookings and our business and results of operations could be adversely affected.

We derive a substantial portion of our revenues and have significant operations outside the United States. Our international businesses includeBefore the Netherlands-based accommodation reservation service Booking.com, the Asia-based accommodation reservation service agoda.com, the U.K.-based rental car reservation service Rentalcars.com (which began operating as part of Booking.com on January 1, 2018) and, to a lesser extent, KAYAK's international meta-search services and OpenTable's international restaurant reservation business. Our internationalCOVID-19 pandemic, our OTC operations haveoutside of the United States historically had achieved significant year-over-year growth in their gross bookings. TheseWithout taking into consideration the recent declines caused by the COVID-19 pandemic, these growth rates which have contributed significantly to our growth in consolidated revenue, gross profit and earnings, havehad generally declined a trend we expect to continueover time as the absolute level of our gross bookings increases. Otherincreased and online travel growth rates declined. In addition to the general slowing growth rates of online travel, other factors may also slow the growth rates of our international businesses outside of the United States, including for example, worldwide or regional economic conditions, strengthening of the U.S. Dollar versus the Euro, the British Pound Sterling and other currencies, declines in ADRs, increases in cancellations, adverse changes in travel market conditions, and the competitiveness of the market. Acompetition. Any decline in the growth rates of our international businesses could have a negativenegatively impact on our revenue and earnings growth rates and as a consequence our stock price.

We are also subject to associated risks typical of international businesses.related to expanding our business internationally. International markets may have strong local competitors with an established brand and travel service provider or restaurant relationships that may makemaking expansion in that market difficult or costly. Certain markets in which we operate have unique localized preferences and costlylower operating margins compared to other markets. Scaling and take more time than anticipated. In addition, compliance with legal, regulatory or tax requirementsgrowing our business in multiple jurisdictions places demandssuch markets could require significant investment, which could have a negative impact on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences.profit margins. In some markets such as China, legal and other regulatory requirements may prohibit or limitrestrict 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 uneconomic, whichbusinesses. 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 rapidly expanding in new and existing markets and effectively managing that expansion, our business and results of operations could be adversely affected.

We believe that are in earlier stagesthe breadth, variety, and quality of development have lower operating margins compared to more mature markets, which could have a negative impactaccommodations on our overall margins as these markets increase in size over time. Also, we intend to continue to invest in addingplatforms is a key driver of our growth. The growth rate of the number of accommodations available for reservation on our websites, suchplatforms may vary in part as hotels, motels, resorts, homes, apartments and other unique placesa result of removing accommodations from our platforms from time to stay.time. Many of the newer accommodations we add to our travel reservation services, especially in highly-penetrated markets, may have fewer rooms or higher credit risk and may appeal to a smaller subset of consumers (e.g., hostels and bed and breakfasts). Because alternative accommodations are often either a single unit or a small collection of independent units, these properties generally represent more limited booking opportunities than hotels, motels and resorts, which generally have more units to rent per property. Further, alternative accommodations in general may be subject to increased seasonality due to local tourism seasons, weather or other factors or may not be available at peak times due to use by the property owners, and we may also experience lower profit margins with respect to these properties due to certain additional costs related to offering these accommodations on our websites. As weIf occupancy rates increase, our alternative accommodation business, these different characteristics could negatively impact our profit margins; and, to the extent these properties represent an increasing percentage of the properties added to our websites, we expect that our gross bookings growth rate and property growth rate will continue to diverge over time (since each such property has fewer booking opportunities). As a result of the foregoing, as the percentage of alternative accommodation properties increases, the number of reservations per property will likely continue to decrease.

We rely on performanceproviders of accommodations, rental cars, and brand advertising channelsairline tickets, and on restaurants, to generate a significant amountmake their services available to consumers for reservation through us. Our arrangements with travel service providers generally do not require them to make available any specific quantity of trafficreservations, or to make reservations available in any geographic area, for any particular route, or at any particular price. Similarly, our websitesarrangements with restaurants generally do not require them to provide all of their available tables and grow our business.

We userely upon Google to generate a significant portion of the traffic to our websites,platforms and to a lesser extent, we use other search and meta-search websites to generate traffic to our websites,services, principally through pay-per-click advertisingmarketing campaigns. The pricing and operating dynamics on these search and meta-search websitesplatforms can experience rapid change commercially, technically, and competitively. For example, Google frequently updates and changesIf the logic which determines thedetermining placement and

We rely on various third-party distribution channels (i.e., marketing affiliates) to distribute accommodation, rental car, and airline ticket reservations. Should one or more of such third parties cease distribution of reservations made through us, or suffer deterioration in its search or meta-search ranking, due to changes in search or meta-search algorithms or otherwise, our business, market share, and results of operations could be adversely affected.

We invest considerable resources in the establishment and maintenance of our brands, and we intend to continue to invest resources in marketing and other brand building efforts to preserve and enhance consumer awareness of our brands and attract and retain customers. Performance marketing costs to grow traffic to our platforms are variable because they are dependent on others' marketing spend in the same channels. If we are unable to maintain or enhance consumer awareness and acceptance of our brands or if such efforts are not cost-effective, our business, market share, and results of operations would be materially adversely affected.

Additionally, our ability to achieve our long-term strategy to build the Connected Trip will require increased financial and personnel investments that could make enteringhave an adverse impact on our markets easierresults of operations until we achieve the expected return on these investments. While we believe that we have the ability to achieve our long-term strategy to build the Connected Trip, the development of the Connected Trip is subject to uncertainties, including further development of the verticals and technological capabilities necessary for competitors duethe Connected Trip experience, the ability to lower upfront technology costs.collect, store, and use customer data in a compliant and integrated fashion, and the attraction and retention of employees dedicated to this development effort. As a result, our future success will dependit may take longer than we expect to realize the Connected Trip vision or it may not achieve the expected return on our ability to adapt to rapidly changing technologies, to adapt our servicesinvestment. These efforts may also not be successful in improving the travel experience or retaining and online platforms to evolving industry standards and to continually innovate and improve the performance, features and reliability of our services and online platforms in response to competitive service offerings and the evolving demands of the marketplace. In particular, it is increasingly important forattracting new customers. Further, regulatory authorities may subject us to effectively offer our services on mobile devices through mobile apps and mobile-optimized websites. Any failure byexisting or new restrictions that could prevent us from successfully commercializing the Connected Trip or expose us to successfully develop and achieve customer adoption of our mobile apps and mobile-optimized websites would have a material and adverse effect on our growth, market share, business and results of operations. Further, to the extent mobile devices enable users to block advertising content on their devices, our advertising revenue and our ability to market our brands and acquire new customers may be negatively affected. We believe that ease-of-use, comprehensive functionality and the look and feel of our mobile apps and mobile-optimized websites are increasingly competitively critical as consumers obtain more of their travel and restaurant services through mobile devices. As a result, we intend to continue to spend significant resources maintaining, developing and enhancing our websites and mobile platforms, including our mobile-optimized websites and mobile apps, and other technologies and platforms. Further,unanticipated claims or liabilities. With any technical innovation often results insuch as the Connected Trip effort, there could be bugs, vulnerabilities, and other system failures. Any such bug or failure, especially in connection with a significant technical implementation or change,failures, which could result in lost business, harm to our brand or reputation, customerconsumer complaints, and other adverse consequences, any of which could adversely affect our business and results of operations.

We are working toward enhancing our payments capabilities, including by offering alternative payment solutions to consumers even when those payment solutions may not be accepted by the overall sizetravel service provider or restaurant. In many markets, alternative payment methods are the exclusive or preferred means of payment for many consumers. If we are unable to offer consumers their preferred method of payment by integrating new or emerging payment methods into our platforms, we may not be able to effectively offer our services to these consumers, which would limit our growth opportunities in these markets and our business has grown,and results of operations could be harmed.

Furthermore, in the future the competitive pressure to innovate willcould encompass a wider range of services and technologies, including services and technologies that may be outside of our historical core business, and our ability to keep

In addition, we are conducting a multi-year phased migration to integrate and upgrade certain systems and processes. The implementation of new information technology, payment, enterprise resource planning, or other systems is disruptive and costly and may not be successful, which could adversely affect our business and results of operations. For example, during a recent upgrade of certain financial systems, some of Booking.com's partners experienced delays in receiving payment from us. Any failure to implement or adapt to new technologies in a timely manner or at all could adversely affect our ability to compete, increase our customerconsumer acquisition costs or otherwise adversely affect our business, brand, market share, reputation, or results of operations.

We may not successfully integrate companies or achieve the strategic, financial, or operating objectives of an acquisition or integration, any of which could adversely affect our brand, market share andbusiness, results of operations.operations, or value of our acquisitions.

We are dependent on sophisticated software applications and travel service provider confidence in our services. Any security breach whether instigated internally or externally on our systems or other internet-based systems could significantly harm our reputation and therefore our business, brand, market share and results of operations. We currently require consumers who use certaincomputing infrastructure for the operation of our servicesbusiness. If threat actors such as cyber-criminals, hackers, and state-sponsored organizations are able to guarantee their offers with their credit card. We require user names and passwords in order to accesscircumvent our information technology systems. We also use encryption and authentication technologies to secure the transmission and storagesecurity measures, including as a result of data and prevent unauthorized access to our data or accounts. It is possible that computer circumvention capabilities, new discoveries or advances or other developments, including our own acts or omissions, it could result in a compromise or breach of consumer, partner, or employee data. For example, third partiesData security is essential to maintaining consumer and partner confidence in our services and the uninterrupted availability of our web and mobile platforms is essential for our business. Consumers may attempt to fraudulently induce employees, travel service provider partners or customers to disclose user names, passwords or other sensitiveprovide us with their personal identity data and payment information, ("phishing"), which may in turn attracts attention from threat actors. Cyberattacks are increasing in frequency and sophistication and are constantly evolving. We may not be usedable to defend against sophisticated cyberattacks from determined adversaries. In addition, our security policies and controls may not keep pace with the continuous innovation of our offerings.

In the operation of our systems and in any event could result in negative publicity, subject us to notification requirements, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. In addition, such third parties may not comply with applicable disclosure requirements, which could expose us to liability.

If our systems cannot be expanded to cope with increasedthe level of demand or failrequired to perform,service our consumers and partners, we could experience unanticipated disruptions in service, slower response times, decreased customer service and customer satisfaction, and delays in the introduction of new services, any of which could impair our reputation, damage our brands and materially and adversely affect our results of operations. Further, asservices. As an online business, we are dependent on the internet, connectivity, and maintaining connectivity between ourselves and consumers, sources of internet traffic, such as Google, and our travel service providers and restaurants. As consumers increasingly turn to mobile devices, we also become dependent on consumers' access tosystems throughout the internet through mobile carriers and their systems.world. Disruptions in internet access such as the denial of service attack against Dyn in October 2016 that resulted in a service outage for a number of major internet companies, whether generally, in a specific market or otherwise, especially if widespread or prolonged, could materially adversely affect our business and results of operations. While we do maintain redundant systems and hosting services, it is possible that we could experience an interruption in our business,they are not always sufficient to prevent disruption, and we do not carry business interruption insurance sufficient to compensate us for all losses that may occur.

We have computer hardware for operating our services is currently located atin hosting facilities around the world. TheseAlthough we have disaster recovery plans, these systems and operations are vulnerable to damage or interruption from human error, floods, fires, power loss, telecommunication failures and similar events. They are also subjectthey may not cover us in every region. If such events were to break-ins, sabotage, intentional acts of vandalism, terrorism and similar misconduct. Despite any precautionsoccur, we may take, the occurrence of any disruption of service duenot be able to any such misconduct, natural disaster or other unanticipated problems at such facilities, or the failure by such facilitiesswitch to provide our required data communications capacityback-up systems immediately and it could result in lengthy interruptions or delays in our services. 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, or result in consumers choosing to use a competitive service, any of which could have a material adverse effect onadversely affect our business and results of operations.

We have experienced "denial-of-service" typetargeted and organized malware, phishing, and account takeover attacks, on our systems that have made portions of our websites slow or unavailable for periods of time. There are numerousand may in the future experience these and other potential forms of attack such as "phishing" (where a third party attempts to infiltrate our systems or acquire information by posing as a legitimate inquiry or electronic communication),ransomware, SQL injection (where a third party attempts to insert malicious code into our software through data entry fields in our websites in order to gain control of the system), and attemptingattempts to use our websites as a platform to launch a "denial-of-service"denial-of-service attack on another party, eachparty. Our existing security measures may not be successful in preventing attacks on our systems. 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. Our existing IT business continuity and disaster recovery practices are less effective against certain types of attacks such as ransomware, which could cause significant interruptionsresult in our operations and potentially adversely affect the valueinterruption of our brands, operations and results of operations services, data exposure, and/or involve us in legal or regulatory proceedings. We expend significant resources in an attempt to prepare for and mitigate the effects of any such attacks.extortion attempt. Reductions in websitethe availability and response time of our online services could cause loss of substantial business volumes during the occurrence of any such attack on our systems, and measures we may take to divert suspect traffic in the event of such an attack could result in the diversion of bona fide customers. These issues are likely to become more difficult to manage as we expandduring any expansion of the number of places where we operate and the variety of services we offer, and as the tools and techniques used in such attacks become more advanced. We use sophisticated technology to identify cybersecurity threats; however, a cyberattack may go undetected for a period of time resulting in harm to our computer systems and the loss of data. This could result in regulatory fines and reputational harm, among other costs. Our insurance policies have coverage limits and may not be adequate to reimburse us for all losses caused by security breaches. Successful attacks could result in significant interruptions in our operations, severe damage to our information technology infrastructure, negative publicity, damage our reputation andreputational harm, and/or prevent consumers from booking travelusing our services researching travel services or making restaurant reservations through us during the attack, any of which could cause consumers to use the services of our competitors, which would have a negative effect on the value of our brands, our market share, business, and results of operations.

We rely on certain third-party computer systems and third-party service providers, including GDSs and computerized central reservation systems of the accommodation, rental car, and airline industries in connection with providing some of our services. Any damage to, breach of, or interruption in these third-party services and systems or deterioration in their performance could prevent us from booking related accommodation, rental car and airline reservations and have a material adverse effect on our business, brands, and results of operations. OurThird party business partners, service providers, and consultants may be given access to our computer networks. A cyberattack against one of these third parties that compromises their credentials may result in unauthorized access to our systems and data, resulting in a cyberattack against us. Furthermore, our agreements with some third-party service providers are terminable upon short notice and often do not provide recourse for service interruptions. In the event our arrangement with anyinterruptions, and such third party is terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms and, as a result, itservice interruptions could have a material adverse effectnegative impact on our business and results of operations.

We depend upon various third parties to process payments, including credit cards, for our merchant transactions around the world. In addition, we rely on third partiesor to provide credit card numbers which we use as afor payment mechanism for our merchant transactions. If any such third party were whollycompromised or partially compromised,ceased or suspended operations, our cash flows could be disrupted or we may not be able to generate merchant transactions (and related revenues) until suchfor a period of time as a replacement processand this could be put in place with a different vendor.

As an international business providing reservation and advertising services around the world, we are subject to income taxes and non-income-based taxes in the United States and various international jurisdictions. Due to economic and political conditions, tax rates and tax regimes in various jurisdictions may be subject to significant change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets or changes in tax laws or their interpretation. If our effective tax rates were to increase, our results of operations and cash flows would be adversely affected.

In general, governmentsGovernments are increasingly focused on ways to increase tax revenues, which has contributed to an increase in audit activity, and harsher stancesmore aggressive positions taken by tax authorities.authorities, more time and difficulty to resolve any audits or disputes, and an increase in new tax legislation. Any such additional taxes or other assessments may be in excess of our current tax provisions or may require us to modify our business practices in order to reduce our exposure to additional taxes going forward, any of which could have a material adverse effect on our business, results of operations, and financial condition.

In December 2017, theThe United States's Tax Cuts and Jobs Act (the "Tax Act") was enacted into law in the United States. The Tax Act made significant changes to U.S. federal tax law, including a reduction in the U.S. federal statutory tax rate from 35% to 21%, effective January 1, 2018, and exempts from U.S. federal income tax international profits distributed to the United States. The Tax Act imposes a one-time mandatory deemed repatriation tax on unremitted accumulated international earnings, to be paid over eight years. The Company's international cash and investments as of December 31, 2017, amounting to $16.2 billion, as well as future cash generated by our international operations, can be repatriated to the U.S. without further U.S. federal income tax. See Note 13 to our Consolidated Financial Statements for more information regarding our estimation of future tax liabilities.

Certain countries have taken steps to unilaterally introduce a digital services tax to address the issue of multinational businesses carrying on business in their jurisdiction without a physical presence and therefore generally not being subject to income tax in those jurisdictions. These digital services taxes are calculated as a percentage of revenue rather than income or resulting from the Tax Act could materially change the provisional tax that we recognized in 2017profits. The interpretation and the expected future impactimplementation of the Tax Act onvarious digital services taxes (especially if there is inconsistency in the application of these taxes across tax jurisdictions) could adversely impact our business.results of operations and cash flows. Further, digital services taxes may not apply to our competitors, which could harm our business and competitive position.

Additionally, in October 2015,there have been significant changes made and proposed to international tax laws that increase the complexity, burden, and cost of tax compliance. The Organisation for Economic Co-operation and Development ("OECD") issued "final reports" in connection with itshas been working on the "base erosion and profit shifting" ("BEPS") project. The OECD, with the support of the G20, initiated this project in 2013 in response to concerns thatensure international tax standards have not keptkeep pace with changes in global business practicespractices. This project could change various aspects of the existing rules under which our tax obligations are determined. In 2021, more than 130 countries agreed to a new OECD framework on BEPS that, among other provisions, includes proposed changes to how the right to tax income would be allocated among countries and that changes are neededimposes a 15% global minimum tax. The OECD recently issued additional commentary related to internationalthe 15% minimum tax, laws to address situations where multinational businesses may pay little or no tax in certain jurisdictions by shifting profits away from jurisdictions where the activities creating those profits take place. The final reports were endorsed by the G20 leaders in November 2015. The final reports propose 15 actions the OECD determined are needed to address base erosion and profit shifting, including: (a) enhancing transparency through the sharing of tax information between countries; (b) prescribing standardized country-by-country reporting and other documentation requirements aimed at identifying where profits, tax and economic activities occur; (c) preventing harmful tax practices including the useintention that provisions be incorporated into law with an effective date of preferential tax regimes; (d) modernizingJanuary 1, 2024. Several member countries outside the OECD's transfer pricingU.S. have adopted these rules, related to intangibles; (e) changingeffective January 1, 2024. The rules for the definition of permanent establishment to prevent artificial avoidance of tax nexus; and (f) limiting tax base erosion through interest deductions and other financial payments. The measures have, among other things, resulted in the development of a multilateral instrument ("MLI") to incorporate and facilitate changes to tax treaties. In June 2017, a number of countries signed the MLI. On January 28, 2016, the European Commission unveiled a new package of proposals aimed at providing a framework for fairer taxation and to provide a coordinated European Union response to combating corporate tax avoidance. Following agreement among the European Union member states on the final contentcalculation of the package, the European Council formally adopted an Anti-Tax Avoidance Directive in July 2016, which was further amended in February 2017. The Directive is aimed at preventing aggressive15% minimum tax planning, increasing tax transparencyare complex and creating a fairer tax environment for all businesses in the European Union. Further, the OECD's task force on the digital economy is also working on an interim report for the G20 due in early 2018 and is considering potential ideasadditional guidance continues to address the tax challenges of the digital economy including interim solutions such as an alternative levy on electronic sales. Several EU Member states have recently also proposed the concept of an equalization tax to the EU Commission that would seek to tax the turnover of digital companies. In a press release dated October 19, 2017, the European Council concluded that the European Union needs an effective and fair taxation system for the digital era to ensure a global level playing field in line with the work being carried out atbe issued by the OECD and that it is also anticipating EU Commission proposalsits member countries. The implementation of these rules could have a negative impact on this subject early in 2018. We expect many countries to change their tax laws in response to these developments, and several countries have already changedour results of operations or proposed changes to their tax laws in responsecash flows.

Due to the final BEPS reports and/large scale of our business activities outside of the United States, any changes in U.S. or the developments in the European Union. Any changes to international tax laws, includingtaxation of our activities, such as new definitions of permanent establishment, or changes affecting the benefits of preferential tax regimes such as the Dutch "Innovation Box Tax" (discussed below), could impact the tax treatment of our foreign earningsnew nexus and adversely impact our effective tax rate. Further, changes to tax laws and additional reporting requirements could increase the complexity, burden and cost of compliance. Due to the large and expanding scale of our international business activities, any changes in U.S. or

We are also subject to other non-income-based taxes, such as value-added, payroll, sales, use, excise, net worth, property, hotel occupancy, and goods and servicesservices. We refer generally to taxes in the United States and various international jurisdictions,on travel transactions (e.g., value-added taxes, sales taxes, excise taxes, hotel occupancy taxes, etc.) as well as the potential for travel"travel transaction taxes in the United States as discussed below and in Note 14 to our Consolidated Financial Statements.taxes." From time to time, we are under audit or investigation by tax authorities with respector involved in legal proceedings related to these non-income-based taxes andor we may have exposure torevise our tax positions, which may result in additional non-income-based tax liabilities.

The Netherlands corporate income tax law provides that income generated from qualifying innovative activities prior to 2018 is taxed at the rate of 5%9% beginning in January 2021 and 7% prior to 2021 ("Innovation Box Tax") rather than the Dutch statutory rate of 25%. Effective January 1, 2022, the Netherlands corporate income tax rate increased from 25% to 25.8%. A portion of Booking.com's earnings currently qualifieshistorically has qualified for Innovation Box Tax treatment. In the year ended December 31, 2017, the Innovation Box Tax benefit reduced our consolidated income tax expense by approximately $397 million.

In order to be eligible for Innovation Box Tax treatment, Booking.com must, among other things, apply for and obtain an a research and development ("R&D&D") certificate from a Dutch governmental agency every six months confirming that the activities that Booking.com intends to be engaged in over the subsequent six-month period are "innovative." The R&D certificate is current but should Booking.com fail to secure such a certificate in any future period - for example, because the

The loss of the Innovation Box Tax benefit (or any material portion thereof), whether due to a change in tax law or a determination by the Dutch government that Booking.com's activities are not "innovative" or for any other reason, would could substantially increase our effective tax rate and adversely impact our results of operations and cash flows.

We are subject to competition and consumer protection regulators.

We have also been involved in investigations or inquiries involving consumer protection matters and we have previously made certain voluntary commitments to consumer authorities to resolve investigations or inquiries that have included showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings on or before the search results page, and making certain adjustments to how discounts and statements concerning popularity or availability are shown to consumers. To the extent that regulatory authorities impose fines on usthese or requireany other investigations or inquiries result in additional commitments, changes to our business practices, negative publicity, fines, damages from private litigation, or to those currently common to the industry, our business, competitive position and results of operations could be materially and adversely affected. Negative publicity regarding competition investigations could adversely affect our brands and therefore our market share and results of operations. Further, the Macron Law, the Italian and Austrian laws and any similar legislation enacted by other countries, and the decision by the German NCA to prohibit narrow price parity agreements,remedies, it could have a material adverse effect on our business, financial condition, and our results of operations,operations.

There is significant legislative and public focus on the technology industry, especially as technology companies become larger. In some instances, countries have passed legislation that goes further to restrict business activities than actions taken by NCAs or other regulatory authorities. Various jurisdictions in particularEurope have passed legislation prohibiting or restricting the use of parity clauses in contracts. Additionally, the EU's Platform to Business Regulation regulates the relationship between online platforms such as Booking.com and European business users of online platforms. The DMA and Digital Services Act ("DSA") give regulators in the EU more instruments to investigate and regulate digital businesses and impose additional rules and requirements on platforms designated as "gatekeepers" under the DMA and online platforms more generally, with separate rules for "Very Large Online Platforms" ("VLOPs") under the DSA. As a result, we are and will in the future become subject to additional rules and regulations that may not be applicable to our competitors. For example, the DMA restricts parity arrangements and imposes requirements regarding the usage of data across services, which could adversely impact our business. Designated gatekeepers also need to establish an independent compliance function to monitor compliance with the DMA. 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. The DMA and

The European Commission designates VLOPs based on a platform's number of EU "monthly active recipients" ("MARs"). The European Commission requires counting users to whom information was displayed, even if consumers usea user does not make a transaction on the platform. The assessment of MARs and any other published information by our brands represents an estimate based on the data available to us and limited guidance, and is subject to limitations. The estimate is published solely as a requirement under the DSA, may be inaccurate, and should not be used for any other purpose. For information we consider relevant to the performance of our business, see Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

New state and federal laws and regulations, including the U.S. executive order aimed at restricting anticompetitive practices and those under consideration by the Federal Trade Commission, could impact our services, require us to shop for accommodation reservations but make their reservations directly with an accommodation provider.

With additional attention on the size of travel or be limited by anti-trust or competition laws. For example,technology companies generally, our size and market share may negatively affect our ability to obtain regulatory approval of proposed acquisitions or other opportunities, our ability to expand into complementary businesses, or our latitude in dealing with travel service providers (such as by limiting our ability to provide discounts, rebates, or incentives or to exercise contractual rights), any of which could adversely affect our business, results of operations, or ability to grow and compete.

Legal requirements and regulations) of national and local governments and regulatory authorities, around the world, many of which are evolving and subject to the possibility of new or revised interpretations. Ourinterpretations, impact our ability to provide our services is and will continue to be affected by such regulations.can result in private litigation. For example, in 2017 our Rentalcars.com business began offeringwe currently offer optional rental car-related insurance products to customers protecting them against accidental damage to their rental vehicles, optional room and flight cancellation insurance products, and we intend to offer additional trip-related insurance products in the future, which subjects us to certain insurance distribution regulations and related increased compliance costs and complexities, any of which could negatively impact our business and results of operations. Similarly,Any increase in the number or complexity of the laws and regulations applicable to us and our businesses could increase our compliance costs and burdens and negatively affect our business and results of operations.

Laws in some countries relating to data localization, payments processing, registration as a travel agent, and other local requirements could, if applicable to us, adversely affect our ability to conduct business in those countries. For example, in the European Union and the United Kingdom, the Package Travel Directive and other local laws governing the sale of travel services (the "Package Directive") set out broad requirements such as local registration, certain mandatory financial guarantees, disclosure requirements, and other rules regulating the provision of single travel sales, travel packages, and linked travel arrangements, and certain liability for performance of the services. Some parts of our business are already subject to the broad scope of the Package Directive, and as our offerings continue to diversify and expand, we may become subject to additional requirements. Compliance with this directive could be costly and complex or, as a result of these requirements, we could choose to limit offerings that would otherwise be beneficial for the business, any of which could adversely affect our business, results of operations, or ability to grow and compete. Any changes to the Package Directive could be costly or complex to comply with and may also adversely affect our business, results of operations, or ability to grow and compete.

The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by judicial or regulatory bodies could require us to incur significant compliance costs, cause the development of the affected markets to

Compliance with the laws and regulationslegal requirements of multiple jurisdictions increases our cost of doing business. TheseExamples of these laws and regulations, which vary and sometimes conflict, include the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the DSA and DMA, and local laws which also prohibit corrupt payments to governmental officials or third parties, data privacy requirements, emerging regulations governing the development, marketing, and use of AI, labor relations laws, non-discrimination, human rights or anti-human trafficking laws, tax laws, anti-trust or competition laws, U.S., E.U., or U.N. sanctioned country or sanctioned persons mandates, and consumer protection laws. Violations of these laws and regulations have resulted in the past and could result in the future in fines, penalties, and/or criminal sanctions against us, our officers, or our employees and/or prohibitions on thehow or where we conduct of our business. Any such violations could result in prohibitions on our ability to offer our services in one or more countries, could delay or prevent potential acquisitions, and could also materially damage our reputation, our brands, our internationalglobal expansion efforts, our ability to attract and retain employees ourand business partners, business, and our operating results. Even if we comply with these laws and regulations, doing business in certain jurisdictions or violations of these laws and regulations by the parties with whom we conduct business could harm our reputation and brands, which could adversely affect our results of operations or stock price. In addition, if these restrictions are not applicable to competitors, it may provide them a competitive advantage to our competitors unless they are also subject to comparable restrictions.advantage. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties. Additionally, our employees in certain countries in Europe are represented by works councils and/or trade unions. We are required to consult with works councils on certain matters such as restructurings, acquisitions and divestitures, and other matters that could impact our labor force. Consultation may not be completed on terms satisfactory to us and could result in increases in our cost of labor, diversion of management's attention away from operating our business, delays in certain initiatives, and expose us to claims and litigation. We are also subject to a variety of other regulatory, legal, and legalpublic policy risks and challenges in managing an organization operating in various countries, including those related to:including:

The market price of our common stock is highly volatile and is likely to continue to be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

Sales of a substantial number of shares of our common stock, including through the conversion of our convertible notes, could adversely affect the market price of our common stock by introducing a large number of sellers or short sellers to the market. Given the volatility that exists for our shares, suchSuch sales could cause the market price of our common stock to decline significantly. In addition, fluctuations in our stock price and our price-to-earnings multiple may have made or may make our stock attractive to momentum, hedge, or day-trading investors who often shift funds into and out of stocks rapidly, exacerbating price fluctuations in either direction, particularly when viewed on a quarterly basis.direction.

The trading prices of internettechnology company stocks in general, including ours, have experienced extreme price and volume fluctuations. To the extent that the public's perception of the prospects of internettechnology, e-commerce, or e-commercetravel companies is negative, our stock price could decline, regardless of our results. Other broad market and industry factors, such as market fluctuations or political and economic conditions, may decrease the market price of our common stock, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions, such as a recession, interest rate or currency rate fluctuations, political instability (e.g., "Brexit" and the July 2016 coup attempt in Turkey) or a natural disaster or terrorist attack affecting a significant market for our business, such as Europe or the United States, could cause our stock price to decline. Negative market conditions could adversely affect our ability to raise additional capital or the value of our stock for purposes of acquiring other companies or businesses.

In the past, we have been a defendant in securities class action litigation. Securities class action litigation hasis often been brought against a company following periods of volatility in the market price of its securities. To the extent our stock price declines or is volatile, we may in the future be the target of additional litigation. This additional litigation could result in substantial costs and divert management's attention and resources, either of which could adversely affect our business, financial condition, and results of operations.

We have a substantial amount of outstanding indebtedness and we may incur substantial additional indebtedness in the future, including through public or private offerings of debt securities.future. Our outstanding indebtedness and any additional indebtedness we incur may have significant consequences, which may be amplified if our cash flow and earnings decrease, and could include:

Our ability to make payments of principal of and interest on our indebtedness depends upon our future performance, which will beis subject to general economic conditions, industry cycles and financial, business and othermany factors affecting our consolidated results of operations and financial condition, many of which are beyond our control. Further, we may not have access to equity or debt markets or other sources of financing, or such financing may not be available to us on commercially reasonable terms, to repay or refinance our debt as it comes due or, in the case of our convertible notes, upon conversion.

We maintain an investment portfolio, of various holdings, types and maturities. These securities are predominantly classified as available-for-sale and, consequently, are recorded in our balance sheets at fair value with unrealized gains or losses reported as a component of accumulated other comprehensive income (loss), net of tax. Our portfoliowhich typically includes fixed-incomemarketable debt securities and equity securities of publicly tradedpublicly-traded companies, the values of which are subject to market price volatility. If suchvolatility, and investments suffer market price declines, we may recognize in earnings the declineprivate companies. Credit losses, impairments, and changes in the fair valuevalues of our investments below their cost basis when the decline is judgedcould be volatile and they have had, and are likely to be other than temporary. Wecontinue to have, invested a significant amount in Ctrip convertible notesimpact on our quarterly net income (or loss). See Notes 5 and ADSs. See Note 46 to our Consolidated Financial Statements for more information regarding ourStatements.

Our investments in Ctrip securities. Beginning on January 1, 2018, changes in fair value of our investment in Ctrip equity securities will be recognized in net income (see Note 2 to our Consolidated Financial Statements). The value of these securities is subject to the risks associated with Ctrip's business, as well as any changes by the Chinese government in foreign investment laws or elevated scrutiny or regulation of foreign investments in Chinese companies. For example, because of foreign ownership restrictions applicable to its business, Ctrip is a Cayman Islands company operating in China through what is commonly referred to as a variable interest entity, or VIE, structure where it conducts part of its business through contractual relationships with affiliated Chinese entities. Although VIE structures are commonly used by Chinese internet and e-commerce companies, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations to VIE structures, and it is possible that the PRC government may view the VIE structure as in violation of PRC law. VIE contractual relationships are not as effective in providing control over the affiliated Chinese companies as direct ownership, and Ctrip would have to rely on the PRC legal system to enforce those contracts in the event of a breach by one of these entities. Further, conflicts of interest could arise to the extent Ctrip's officers or directors are also shareholders, officers or directors of the affiliated Chinese entities. Any of these risks could materially and adversely affect Ctrip's business and therefore the value of our investment in Ctrip. Similar considerations and risks apply in respect of our investment in securities of Meituan-DianPing, a private Cayman Islands company operating in China through a VIE structure.

None.

 

OurWe lease office space facilities for our corporate headquarters and the headquarters of our priceline.com business are located in Norwalk, Connecticut, United States of America, where we lease approximately 90,000 square feet of office space. We lease approximately 258,000 square feet of office space in Amsterdam, Netherlands for the headquarters of our Booking.com business; our agoda.com business has significant support operations in Bangkok, Thailand, where we lease approximately 144,000 square feet of office space; we lease approximately 18,000 square feet of office space in Stamford, Connecticut, United States of America, for the headquarters of our KAYAK business; we lease approximately 60,000 square feet of office space in San Francisco, California, United States of America, for the headquarters of our OpenTable business; and we lease approximately 45,000 square feet of office space in Manchester, England for the headquarters of our Rentalcars.com business.America. We lease additional space, including office space to support our operationsand data center facilities in various locations around the world, including hosting and data center facilitiesto support our operations, the largest being the headquarters of our Booking.com business in the United States, the United Kingdom, Switzerland, the Netherlands, Germany, Singapore, Hong Kong and China and sales and support facilities in numerous locations. Other than the office building that is currently under construction in the Netherlands and the associated land-use rights (see the section "Land-use rights" within Note 2 to our Consolidated Financial Statements for more details, which is incorporated into this Item 2 by reference thereto), we do not own any real estate as of December 31, 2017.Amsterdam, Netherlands.

 

We believe that our existing facilities are adequate to meet our current requirements, and that suitable additional or substitute space will be available as needed to accommodate any further expansion of corporate operations.

Not applicable.

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

 

We have not declared or paid anyOn 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, since our inception and do not expectpayable on March 28, 2024 to pay any cash dividends forstockholders of record as of the foreseeable future.close of business on March 8, 2024.

The following graph shows the total stockholder return through December 31, 20172023 of an investment of $100 in cash on December 31, 20122018 for our common stock and an investment of $100 in cash on December 31, 20122018 for (i) the NASDAQ Composite Index, (ii) the Standard and Poor's 500 Index, and (iii) the Research Data Group ("RDG") Internet Composite Index. The RDG Internet Composite Index is an index of stocks representing the Internetinternet industry, including Internetinternet software and service companies and e-commerce companies. Historic stock performance is not necessarily indicative of future stock price performance. All values assume reinvestment of the full amount of all dividends and are calculated as of the last day of each month: