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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 _FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 _ For the fiscal year ended:December 31,2020Commission File No.:1-36691Booking Holdings Inc.(Exact name of Registrant as specified in its

2、 charter)Delaware06-1528493(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification Number)800 Connecticut AvenueNorwalk,Connecticut 06854(address of principal executive offices)Registrants telephone number,including area code:(203)299-8000 _ Securities Registered

3、 Pursuant to Section 12(b)of the Act:Title of Each Class:Trading SymbolName of Each Exchange on which Registered:Common Stock par value$0.008 per shareBKNGThe NASDAQ Global Select Market0.800%Senior Notes Due 2022BKNG 22AThe NASDAQ Stock Market LLC2.150%Senior Notes Due 2022BKNG 22The NASDAQ Stock M

4、arket LLC2.375%Senior Notes Due 2024BKNG 24The NASDAQ Stock Market LLC1.800%Senior Notes Due 2027BKNG 27The NASDAQ Stock Market LLCSecurities Registered Pursuant to Section 12(g)of the Act:None._Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Se

5、curities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 193

6、4 during the preceding 12 months(orfor such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File requ

7、ired to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of thischapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a

8、 non-accelerated filer,a smaller reporting company or an emerging growth company.See thedefinitions of large accelerated filer,accelerated filer,smaller reporting company,and emerging growth company in Rule 12b-2 of the Exchange Act:Large accelerated filerAccelerated filerNon-accelerated filerSmalle

9、r reporting companyEmerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a)of the Exchange Act.Indicate b

10、y check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting underSection 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued

11、its audit report.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of common stock held by non-affiliates of Booking Holdings Inc.at June 30,2020 was approximately$65.0 billion based upon the closing price reported

12、 forsuch 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 30,2020have been excluded because such persons may be deemed to be affiliates of Booking Holdings Inc.This determination of

13、 affiliate status is not necessarily a conclusive determination for otherpurposes.The number of outstanding shares of Booking Holdings Inc.s common stock was 40,961,796 at February 17,2021.DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Annual Report on Form 10-K,to

14、the extent not set forth in this Form 10-K,is incorporated herein byreference from Booking Holdings Inc.s definitive proxy statement relating to its annual meeting of stockholders to be held on June 3,2021,to be filed withthe Securities and Exchange Commission within 120 days after the end of Bookin

15、g Holdings Inc.s fiscal year ended December 31,2020.Booking Holdings Inc.Annual Report on Form 10-K for the Year Ended December 31,2020 Index Page No.Special Note Regarding Forward Looking Statements1PART I1Item 1.Business1Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments37Item 2.Properties37I

16、tem 3.Legal Proceedings37Item 4.Mine Safety Disclosures38 PART II 38Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities38Item 6.Selected Financial Data40Item 7.Managements Discussion and Analysis of Financial Condition and Results of Oper

17、ations41Item 7A.Quantitative and Qualitative Disclosures About Market Risk66Item 8.Financial Statements and Supplementary Data67Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure67Item 9A.Controls and Procedures67Item 9B.Other Information70 PART III 70Item 10

18、.Directors,Executive Officers and Corporate Governance70Item 11.Executive Compensation70Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters70Item 13.Certain Relationships and Related Transactions,and Director Independence70Item 14.Principal Accounta

19、nt Fees and Services70 PART IV 70Item 15.Exhibits and Financial Statement Schedules70Item 16.Form 10-K Summary74Signatures75Consolidated Financial Statements77Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K and the documents incorporated herein by reference contain

20、forward-looking statements.These forward-looking statements reflect our views regarding current expectations and projections about future events and conditions and are based on currently availableinformation.These forward-looking statements are not guarantees of future performance and are subject to

21、 risks,uncertainties and assumptions that aredifficult to predict,including the Risk Factors identified in Part I,Item 1A of this Annual Report;therefore,our actual results could differ materially fromthose expressed,implied or forecast in any such forward-looking statements.Expressions of future go

22、als and expectations and similar expressions,including may,will,should,could,aims,seeks,expects,plans,anticipates,intends,believes,estimates,predicts,potential,targets,and continue,reflecting something other than historical fact are intended to identify forward-looking statements.Unless required by

23、law,weundertake no obligation to update publicly any forward-looking statements,whether as a result of new information,future events or otherwise.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

24、 orthe Commission),particularly our quarterly reports on Form 10-Q and current reports on Form 8-K.PART I Item 1.Business The COVID-19 pandemic has had a profound impact on our business,employees,partners,communities and stockholders.Although there was asignificant decline in our business in 2020 as

25、 a result of the COVID-19 pandemic,we remain confident that the travel industry will recover when travelersfeel safe to travel once again.In the beginning of the crisis,our priorities included the health and safety of our employees and stabilizing our business fromthe immediate shock of the pandemic

26、 by working with customers and partners to address unprecedented levels of cancellations.We also took numerousactions in response to the pandemic,including steps to increase our financial liquidity,reduce costs,restructure our operations to address our near-tomedium-term business expectations and en

27、sure we are well-positioned to capture travel demand when it returns so we can emerge from this crisis on astrong footing and work on extending our leadership position.While the timing of the recovery of the travel industry remains uncertain,we believe thatdemand for our services will return when go

28、vernment restrictions are lifted and people are confident it is once again safe to travel.As a result,our mission to make it easier for everyone to experience the world remains unchanged.We seek to empower people to cut throughtravel barriers,such as money,time,language and overwhelming options,so t

29、hey can use our services to easily and confidently get where they want to go,stay where they want to stay,dine where they want to dine,pay how they want to pay and experience what they want to experience.We connect consumerswishing to make travel reservations with providers of travel services around

30、 the world through our online platforms.Through one or more of our brands,consumers can:book a broad array of accommodations(including hotels,motels,resorts,homes,apartments,bed and breakfasts,hostels and otherproperties);make a car rental reservation or arrange for an airport taxi;make a dinner res

31、ervation;or book a flight,cruise,vacation package,tour oractivity.Consumers can also use our meta-search services to easily compare travel reservation information,such as airline ticket,hotel reservation andrental car reservation information,from hundreds of online travel platforms at once.In additi

32、on,we offer various other services to consumers and partners,such as certain travel-related insurance products and restaurant management services to restaurants.We offer these services through six primary consumer-facing brands:B,Priceline,agoda,R,KAYAK and OpenTable.While historically our brands op

33、erated on a largely independent basis and many of them focused on a particular service(e.g.,accommodation reservations)or geography,we continue to increase the collaboration,cooperation and interdependency among our brands in our efforts to provide consumers with thebest and most comprehensive servi

34、ces.We also seek to maximize the benefits of our scale by sharing resources and technological innovations,co-developing new services and coordinating activities in key markets among our brands.For example,B,the worlds leading brand for bookingonline accommodation reservations(based on room nights bo

35、oked),offers rental car and other ground transportation services,flights,tours and activities,restaurant reservations and other services,many of which are supported by our other1brands.Similarly,hotel reservations available through B are also generally available through agoda and Priceline.The follo

36、wing table showsthe key services offered to consumers by our primary brands:Our business is driven primarily by international results,which consist of the results of B,agoda and R and theinternational businesses of KAYAK and OpenTable.This classification is independent of where the consumer resides,

37、where the consumer is physicallylocated while using our services or the location of the travel service provider or restaurant.For example,a reservation made through B at ahotel in New York by a consumer in the United States is part of our international results.During the year ended December 31,2020,

38、our internationalbusiness(the substantial majority of which is generated by B)represented approximately 88%of our consolidated revenues.A significantmajority of our revenues,including a significant majority of our international revenues,is earned in connection with facilitating accommodationreservat

39、ions.See Note 18 to the Consolidated Financial Statements for more geographic information.Our common stock is listed on the NASDAQ Global Select Market under the symbol BKNG.We refer to our company and all of oursubsidiaries and brands collectively as Booking Holdings,the Company,we,our or us.The Bo

40、oking Holdings Business Model We derive substantially all of our revenues from enabling consumers to make travel service reservations.We also earn revenues from credit cardprocessing rebates and customer processing fees,advertising services,restaurant reservations and restaurant management services,

41、and various otherservices,such as travel-related insurance.For the year ended December 31,2020,we had revenues of$6.8 billion,which we classify as agency revenues,merchant revenues andadvertising and other revenues.Agency revenues are derived from travel-related transactions where we do not facilita

42、te payments from travelers for the services provided.Weinvoice the travel service providers for our commissions after travel is completed.Agency revenues consist almost entirely of travelreservation commissions.Merchant revenues are derived from travel-related transactions where we facilitate paymen

43、ts from travelers for the service provided,generallyat the time of booking.Merchant revenues include travel reservation commissions and transaction net revenues(i.e.,the amount charged totravelers less the amount owed to travel service providers)in connection with our merchant reservation services;c

44、redit card processingrebates and customer processing fees;and ancillary fees,including travel-related insurance revenues.Substantially all merchant revenues arederived from transactions where travelers book accommodation reservations or rental car reservations.Advertising and other revenues are deri

45、ved primarily from(a)revenues earned by KAYAK for sending referrals to online travel companies(OTCs)and travel service providers and for advertising placements on its platforms and(b)revenues earned by OpenTable for its restaurantreservation services and subscription fees for restaurant management s

46、ervices.2The Booking Holdings Strategy We aim to achieve our mission to make it easier for everyone to experience the world through global leadership in online travel and restaurantreservation and related services by striving to:provide consumers with the best choices and prices at any time,in any p

47、lace,on any device;make it easy for people to find,book,pay for and experience their travel desires;andprovide platforms,tools and insights to our business partners to help them be successful.We focus on relentless innovation and execution and a commitment to serve both consumers and our travel serv

48、ice provider and restaurant partners withunmatched service and best-in-class digital technology.We believe that as the COVID-19 pandemic subsides,people feel confident traveling and dining outand government restrictions are lifted,the global online travel and dining industries will recover and,after

49、 some period of higher growth through therecovery,continue to grow as they did before the COVID-19 pandemic as consumer purchasing shifts from traditional offline channels to interactive onlinechannels,including mobile channels.As travel demand returns,we plan to continue to participate broadly in t

50、his online growth by expanding our serviceofferings and markets.In particular,we seek to(a)leverage technology to provide consumers with the best experience,(b)partner with travel serviceproviders and restaurants to our mutual benefit,(c)operate multiple brands that collaborate with each other,and(d

51、)invest in profitable and sustainablegrowth.Providing the best consumer experience.We believe that offering consumers an outstanding online experience is essential for our futuresuccess.To accomplish this,we focus on providing consumers with:(a)intuitive,easy-to-use online travel and restaurant rese

52、rvation andsearch services;(b)a continually improving selection of accommodations,other travel offerings,restaurants and payment options through ourservices;(c)informative and useful content,such as pictures,accommodation and restaurant details and reviews;and(d)excellent customerservice.Our goal is

53、 to make travel easy,frictionless and personal and to offer consumers the most value,the most trusted brands,the mostpersonalized experience and the most extensive,varied and comprehensive travel service selection in every geography.Further,we endeavorto provide excellent customer service in a varie

54、ty of ways,including through our call centers and online platforms and the use of chatbots andother technologies,so that consumers can be confident that booking reservations through us will be a positive experience.Although we spent much of 2020 navigating the challenges of the COVID-19 pandemic,we

55、continue to innovate and invest in our services inorder to emerge from the pandemic in a strong position to meet the needs of consumers and our travel service provider and restaurant partners.We continue to seek to grow our business through innovation by,among other things,providing a best-in-class

56、user experience with intuitive,easy-to-use online platforms(i.e.,websites and mobile apps)to ensure that we are meeting the needs of online consumers while aiming toexceed their expectations.As a result,our long-term strategy is to build a seamless offering of multiple elements of travel,which we re

57、fer toas the Connected Trip.We believe that through innovation and the utilization of emerging technologies such as artificial intelligence,theConnected Trip will simplify and improve all aspects of the travel experience,including:discovery,planning,booking,coordinatingitineraries among travel servi

58、ce providers,automatic rescheduling/rebooking,etc.For example,if a travelers flight is delayed,we envisionthat ultimately the Connected Trip will not only alert the traveler,but also automatically arrange for a late arrival at the hotel,change a dinnerreservation and alert companion diners,reschedul

59、e the airport transfer,find a later connecting flight,etc.We believe that such a system willbenefit both the traveler and the travel service provider or restaurant,as well as provide a compelling and differentiated service offering forconsumers that will drive enhanced loyalty and frequency over tim

60、e.Partnering with travel service providers,restaurants and OTCs.We aim to establish mutually beneficial relationships with travel serviceproviders and restaurants around the world.We believe that travel service providers and restaurants benefit from participating in our servicesby increasing their d

61、istribution channels,demand and inventory utilization in an efficient and cost-effective manner.Travel service providersand restaurants benefit from our well-known brands and marketing efforts,expertise in offering an excellent consumer experience through ourplatforms and ability to offer their inve

62、ntory in markets and to consumers that the travel service provider or restaurant may otherwise beunable or unlikely to reach.In addition,we have commercial relationships with other OTCs,such as Didi Chuxing(the leading ride hailing service in China)and GrabHoldings Inc.(Grab)(the leading ride hailin

63、g company in Southeast Asia),whereby the customers of one company will have access to theservices of the other.For example,through the B app,a B customer traveling in Southeast Asia can book a local ridearranged by Grab.3Operating multiple brands.We employ a strategy of operating multiple brands,whi

64、ch we believe allows us the opportunity to offer ourservices in ways that appeal to different consumers,pursue different marketing and business strategies,encourage experimentation andinnovation,provide different service offerings and focus on different markets.At the same time,we are continuing to

65、increase thecollaboration,cooperation and interdependency among our brands in our efforts to provide consumers with the best and most comprehensiveservices.As we deem appropriate given the shape and speed of recovery from the COVID-19 pandemic,we intend to invest resources tosupport organic growth b

66、y all our brands,whether through increased marketing,geographic expansion,technological innovation or increasedaccess to accommodations,rental cars,restaurants,airline tickets or other services.Investing in profitable and sustainable growth.We seek to offer online services that meet the needs and th

67、e expectations of consumers,travel service providers and restaurants and that we believe will result in long-term profitability and growth.We intend to accomplish thisthrough continuous investment and innovation,growing our businesses in new and current markets,expanding our services and ensuring th

68、atwe provide an appealing,intuitive and easy-to-use consumer experience.We have made significant investments in people,technology,marketing and expanded,new or additional services,such as improving the selection of our extensive collection of accommodations includinghomes,apartments and other unique

69、 places to stay,expanded flight and ground transportation offerings and other offerings.While we reducedthe size of our workforce in response to the COVID-19 pandemic,we are preparing the business to capture more travel demand as it developsduring the recovery and over the long term.We continue to s

70、eek to maximize the benefits of our scale by sharing resources and technologicalinnovations among our brands,co-developing new services and coordinating activities in key markets among our brands.We also regularlyevaluate,and may pursue and consummate,potential strategic acquisitions,partnerships,jo

71、int ventures or investments,whether to expand ourbusinesses into complementary areas,expand our current businesses,acquire innovative technology or for other reasons.Service OfferingsB and R.B is the worlds leading brand for booking online accommodation reservations,based on roomnights booked,with o

72、perations worldwide and headquarters in the Netherlands.At December 31,2020,B offered accommodation reservationservices for approximately 2,373,000 properties in over 220 countries and territories and in over 40 languages,consisting of approximately 434,000 hotels,motels and resorts and approximatel

73、y 1,939,000 homes,apartments and other unique places to stay.B has expanded its offerings beyond accommodations to better help consumers experience the world.For example,Boffers in-destination tours and activities in more than 140 cities around the world,as well as flight,rental car and restaurant r

74、eservation services.R is operated as part of B and offers online rental car reservation services and allows consumers to make rental car reservations inover 54,000 locations throughout the world,with customer support in over 40 languages.B and R also offer pre-booked taxi andblack car services at ov

75、er 1,100 airports throughout the world.Priceline.Priceline is a leader in the discount travel reservation business and offers online travel reservation services primarily in North Americaand is headquartered in Norwalk,Connecticut.Priceline offers consumers hotel,rental car and airline ticket reserv

76、ation services,as well as vacationpackages and cruises.Agoda.Agoda is a leading online accommodation reservation service catering primarily to consumers in the Asia-Pacific region,withheadquarters in Singapore and operations in Bangkok,Thailand and elsewhere.Agoda also offers flight,ground transport

77、ation and activities reservationservices.KAYAK.KAYAK,headquartered in Stamford,Connecticut,provides an online price comparison service(often referred to as meta-search)thatallows consumers to easily search and compare travel itineraries and prices,including airline ticket,accommodation reservation a

78、nd rental car reservationinformation,from hundreds of online travel platforms at once.KAYAK offers its services in over 60 countries,with the United States being its largestmarket,through various websites,including Momondo,Cheapflights and HotelsCombined.OpenTable.OpenTable is a leading brand for bo

79、oking online restaurant reservations.With significant operations in San Francisco,California,OpenTable provides online restaurant reservation services to consumers and reservation management services to restaurants.OpenTable does businessprimarily in the United States.4Marketing and Brand Awareness

80、We have established widely used and recognized e-commerce brands through marketing and promotional campaigns.Historically,our marketingexpenses increased significantly,however,we experienced more moderate growth rates in recent years,and since the COVID-19 pandemic,our marketingexpenses have decline

81、d significantly.We have invested considerable resources in the establishment and maintenance of our brands,and we intend tocontinue to invest resources in marketing and other brand building efforts to preserve and enhance consumer awareness of our brands when and to theextent we deem appropriate,in

82、particular as the COVID-19 pandemic subsides and consumers begin to travel again.Competition We compete globally with both online and traditional travel and restaurant reservation and related services.The markets for the services we offerare intensely competitive,constantly evolving and subject to r

83、apid change,and current and new competitors can launch new services at a relatively lowcost.Some of our current and potential competitors,such as Google,Apple,Alibaba,Tencent,Amazon and Facebook,have significantly more customersor users,consumer data and financial and other resources than we do,and

84、they may be able to leverage other aspects of their businesses(e.g.,search ormobile device businesses)to enable them to compete more effectively with us.For example,Google has entered various aspects of the online travel marketand has grown rapidly in this area,including by offering a flight meta-se

85、arch product(Google Flights),a hotel meta-search product(Google HotelAds),a vacation rental meta-search product,its Book on Google reservation functionality,Google Travel,a planning tool that aggregates its flight,hoteland packages products in one website and by integrating its hotel meta-search pro

86、ducts and restaurant information and reservation products into its GoogleMaps app.In addition,Amazon has experimented with online travel in the past and continues to experiment in this area,such as by partnering with travelcompanies to offer its customers travel products,including a partnership with

87、 B to provide travel deals to Amazon Prime users in certaincountries.We currently,or may in the future,compete with a variety of companies,including:online travel reservation services;large online companies,including search,social networking and marketplace companies;traditional travel agencies,trav

88、el management companies,wholesalers and tour operators,many of which combine physical locations,telephoneservices and online services;travel service providers such as accommodation providers,rental car or car-or ride-sharing companies and airlines,many of which have their ownbranded online platforms

89、 to which they drive business;online travel search and price comparison services(generally referred to as meta-search services);online restaurant reservation services;andcompanies offering technology services and software solutions to travel service providers.For more information regarding current a

90、nd potential competitors and the competitive nature of the markets in which we operate,please see Part I,Item1A,Risk Factors-Intense competition could reduce our market share and harm our financial performance.in this Annual Report on Form 10-K.Government RegulationAs a global online travel company,

91、our ability to provide our services and any future services is affected by legal regulations(including laws,ordinances,rules,licensing requirements and other requirements and regulations)of national and local governments and regulatory authorities around theworld,many of which are evolving and subje

92、ct to the possibility of new or revised interpretations.Examples of these laws and regulations,which vary andsometimes conflict,include the U.S.Foreign Corrupt Practices Act,the U.K.Bribery Act and local laws which also prohibit corrupt payments togovernmental officials or third parties,data privacy

93、 requirements,labor relations laws,non-discrimination,human rights or anti-human trafficking laws andregulations,such as the U.K.Modern Slavery Act 2015,tax laws,anti-trust or competition laws,U.S.,E.U.or U.N.sanctioned country or sanctionedpersons mandates and consumer protection laws.Violations of

94、 these laws and regulations could result in fines,penalties and/or criminal sanctions againstus,our officers or our employees and/or prohibitions on the conduct of our business.Any such violations could also result in prohibitions on our ability tooffer our5services in one or more countries,delay or

95、 prevent potential acquisitions,and materially damage our reputation,our brands,our global expansion efforts,our ability to attract and retain employees and business partners,our business and our operating results.Even if we comply with these laws and regulations,doing business in certain jurisdicti

96、ons or violations of these laws and regulations by the accommodations,restaurants,travel service providers or otherparties with whom we conduct business runs the risk of harming our reputation and our brands,which could adversely affect our results of operations orstock price.Government regulations

97、that impact our business and/or our industry include:Data Protection and Privacy:Regulatory and legislative activity in the areas of privacy,data protection,and information and cyber securitygoverning parts of our business continues to increase worldwide.We have established,and continue to maintain,

98、policies and a global governanceframework to comply with laws that apply to our business,meet evolving stakeholder expectations,and support business innovation and growth.In the European Union,for example,the General Data Protection Regulation(the“GDPR”)imposes significant compliance obligations and

99、 costsfor us.In the United States,the California Consumer Privacy Act(the“CCPA”)and the recently enacted California Privacy Rights Act(“CPRA”),set to become operative in January 2023,impose new privacy requirements and rights for consumers in California that will result in additionalcompliance compl

100、exity,risks,and costs.Some data protection and privacy laws afford consumers a private right of action against companies likeours for certain statutory violations.Many other jurisdictions continually propose and consider enacting similar or other data protection laws.Inmany cases,these laws restrict

101、 the transfers of information among our subsidiaries,including employee information.Competition,Consumer Protection and Online Commerce:We,the travel industry and the technology industry generally are subject tocompetition and consumer protection laws and regulations around the world that impact asp

102、ects of our business including,among others,contractual parity arrangements with accommodation providers and the manner in which we display information on our platforms.There issignificant legislative and public focus on the technology industry,especially as technology companies become larger,includ

103、ing in relation to theregulation of digital platforms.The European Commissions proposed Digital Markets Act and Digital Services Act legislation is expected to giveregulators more instruments to investigate digital businesses and impose new rules on certain digital platforms if they are determined t

104、o begatekeepers.Regulation of the Travel Industry:Our business could be impacted by travel-related regulations such as those imposed by local jurisdictions toregulate the use of alternative accommodations and address the issue of“overtourism.”As our business evolves,in particular as we offer linkedt

105、ravel arrangements or travel packages as a part of the Connected Trip,we expect to become subject to existing and new regulations.For example,some parts of our business are already subject to certain requirements of the EU Package Travel Directive(the“Package Directive”),and as ourofferings continue

106、 to diversify and expand,we may become subject to additional requirements of the Package Directive.Payments:As we expand our payments services to consumers and business partners,we will likely become subject to additional regulations,suchas financial services regulations and license requirements,whi

107、ch could result in increased compliance costs and complexities,including thoseassociated with the implementation of new or more stringent internal controls.We are also subject to payment card association rules andobligations under our contracts with payment card processors,including the Payment Card

108、 Industry Data Security Standard,compliance withwhich is complex and costly.For further discussion of these regulations and how other global regulations may impact our business,see Item 1A-Risk Factors-Legal,Tax,Regulatory,Compliance and Reputational Risks.Operations and Technology Our business is s

109、upported by multiple systems and platforms,which were designed with an emphasis on scalability,performance,reliability,redundancy and security.These systems and platforms are generally independent among our brands,though some have become increasingly connected orshared.Our software systems,platforms

110、 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 theindustries in which we operate.These include large global systems,such a

111、s accommodation,airline ticket and rental car reservation systems and financialservice providers,as well as individual accommodation service providers,such as independent hotels.Our applications utilize digital certificates to help usconduct secure communications and transactions,as appropriate.The

112、systems infrastructure and web and database servers of our worldwide operations areprimarily hosted in the United Kingdom,Switzerland,the Netherlands,Germany,Singapore,Hong Kong and four locations in the United States,each ofwhich provides network connectivity,networking infrastructure and 24-hour m

113、onitoring and engineering support typical of hosted data centers.All datacenter facilities have a continuous power supply system,generators,redundant servers and multiple back-up systems.Although we take steps to mitigatethe effects of any loss or reduction in6service at one of our hosting facilitie

114、s,if a hosting facility were inaccessible or otherwise experienced a disruption in service for any reason,we couldexperience a disruption to our services,loss of transactions and revenue and consumer complaints.We provide customer service through a mix of in-house call centers and outsourced third-p

115、arty services.Intellectual Property Over time and through acquisitions,we have assembled a portfolio of patents,trademarks,service marks,copyrights,domain names and tradesecrets covering our services.We regard the protection of our intellectual property as important to our success.We protect our int

116、ellectual property rightsby relying on national,federal,state and common law rights in the United States and internationally,as well as a variety of administrative procedures,regulations,conventions and treaties.We also rely on contractual restrictions to protect our proprietary rights in our servic

117、es.We enter into confidentialityand invention assignment agreements with employees and contractors and nondisclosure agreements with parties with whom we conduct business in orderto limit access to and disclosure of our proprietary information.We also have procured various intellectual property lice

118、nses from third parties.See Part I,Item 1A,Risk Factors-We face risks related to our intellectual property.Seasonality and Other Timing FactorsIn recent years,and prior to the COVID-19 pandemic,the majority of our gross bookings are generated in the first half of the year,as consumersplan and reserv

119、e their spring and summer vacations in Europe and North America.However,we generally recognize revenue from these bookings when thetravel begins(at check-in),which can be in a quarter other than when the associated reservations are booked.In contrast,we expense the substantialmajority of our marketi

120、ng activities as the expense is incurred,which,in the case of performance marketing in particular,is typically in the quarter in whichassociated reservations were booked.As a result of this timing difference between when we recorded marketing expense and when we recognizedassociated revenue,we had o

121、ur highest levels of profitability in the third quarter of the year,which is when there were the highest levels of accommodationcheck-ins for the year for our European and North American markets.The first quarter of the year was typically our lowest level of profitability and highestlevel of volatil

122、ity in earnings growth rates due to these seasonal timing factors.The COVID-19 pandemic impacted seasonality in 2020;for example,wewitnessed a higher share of travel being booked during the second and third quarters as well as a higher share of stays during the third quarter than in prioryears.We ca

123、nnot currently predict travel patterns given the COVID-19 pandemic,and we may not experience typical seasonality effects on our business in2021.Additionally,in the third and fourth quarters,we saw a significant contraction of the booking window versus the comparable prior-year period as anincreased

124、percentage of newly-booked room nights were made for travel that was to occur close to the time of booking.We expect that the length of thebooking window will be volatile and difficult to predict throughout the duration of the COVID-19 pandemic.Future changes in the length of the bookingwindow will

125、affect the degree to which our gross bookings and revenues occur in the same period and,as a result,whether our gross bookings growth ratesand revenue growth rates converge or diverge.For additional information regarding factors affecting the seasonality of our business,see Part II,Item 7,Management

126、s Discussion and Analysis of Financial Condition and Results of Operations-Seasonality and Other Timing Matters.Human Capital Resources We believe our employees are one of the most important assets we have to further our mission to make it easier for everyone to experience theworld.In order to conti

127、nue to deliver on this mission,our goal is to attract,develop and retain highly-skilled talent with a significant focus on a diverseworkforce operating in an inclusive environment.In the past year,the COVID-19 pandemic has had a significant impact on our workforce and our humancapital management.Wor

128、kforcePart of our strategy is to operate multiple brands to appeal to different consumers,pursue different marketing and business strategies,encourageexperimentation and innovation,provide different service offerings and focus on different markets.While we continue to increase the collaboration,coop

129、eration and interdependency among our brands,this model inherently results in diversity of culture among our brands,which may manifest in differentapproaches to human capital management in certain areas.At December 31,2020,we employed approximately 20,300 employees,of which approximately 3,400 were

130、based in the United States andapproximately 16,900 were based outside the United States.Approximately 99%of our employees are full-time employees.We also retain independentcontractors,including to support our customer service,website content translation and system support functions.7As a result of t

131、he COVID-19 pandemic,we made the difficult decision to restructure our workforce to align our total cost structure with ourexpectations of reduced near-to medium-term market demand for travel and restaurant reservation services.Although we took various steps to maintainjobs and reduce the need for w

132、orkforce reductions,including participating in various wage assistance programs,our total workforce decreased byapproximately 23%year-over-year as of December 31,2020 primarily due to a combination of our restructuring actions and attrition.Throughout therestructuring process,we have prioritized tre

133、ating our colleagues with fairness and respect by,among other things,offering severance packages,anEmployee Assistance Program with access to counseling services and job placement support.Diversity,Inclusion and BelongingWe believe that a diverse workforce operating in an inclusive environment is cr

134、itical to leveraging our human capital to achieve our long-termstrategic goals,particularly in the technology industry where many populations remain underrepresented.We strive for our leadership and workforce toreflect the broad spectrum of customers and partners we work with throughout the world be

135、cause we believe this is the best way for us to connect with thebroad viewpoints,backgrounds and experiences of our customers and partners.In addition,we maintain a workplace that embraces the different culturesand practices of our diverse employees and is consistent with our Code of Conduct.We beli

136、eve we abide by the laws and regulations that govern ouremployment practices and we prohibit unlawful discrimination of any type.As of December 31,2020,approximately 50%of our employees were women,approximately 22%of our technology positions were filled bywomen and approximately 30%of our extended l

137、eadership team(which includes the Companys senior leadership and extends 1 to 4 levels below the chiefexecutive officer of each brand company(depending on the number of employees within each brand)were women.We are committed to pay equity,regardless of gender,race or ethnicity.With the help of our i

138、ndependent compensation consultant,Mercer,we conduct pay equity studies every other year,and in the off years,we work on remediation plans to address outliers.We support equality and inclusiveness across our workforce through various initiatives at all the brand companies.For example,B hasseveral em

139、ployee resource groups including:B.Able to support employees with differing physical and mental abilities;B.Bold to support the Black andpersons-of-color(POC)community;and B.Equal to support gender equality.Agoda supports employee resource groups aimed at fostering greaterworkplace inclusion with in

140、itiatives such as the Agoda Colors and Women at Agoda.At Priceline,the Women Impacting Priceline resource group isempowering women to champion their professional development and improve gender intelligence.We are proud of the progress we have made in thisspace and recognize we can always improve.Par

141、t of advancing these initiatives involves facilitating a pipeline of candidates for open positions that arerepresentative of the spectrum of communities we serve.KAYAK and OpenTable are diversifying their job board postings and partnering withunderrepresented groups such as historically Black colleg

142、es and universities in the United States.Priceline is also partnering with organizations to accessmore diverse candidates and has rewritten job descriptions to be more appealing to a broader audience of candidates.Additionally,we are entering our fifthyear of operating our Women in Leadership progra

143、m,which is a Company-wide initiative designed to support the advancement and development of high-performing women within the Company with the goal of building and enabling gender diversity in our executive pipeline.Attraction,Development and RetentionWe work diligently to attract the best and most i

144、nnovative talent from a diverse range of sources to grow our business and achieve our long termstrategic goals.We believe that we offer a rich culture where employees feel included and empowered to do their best work with opportunities to grow aswell as competitive compensation and benefits.For exam

145、ple,while the specifics can vary by brand,in the United States our employee benefit plansgenerally include:coverage for infertility treatments,gender reassignment surgery,gender-neutral domestic partner benefits and paid parental leave.Despite the challenges of shifting the vast majority of our work

146、force to work-from-home due to the COVID-19 pandemic,we continue toprioritize and invest in creating opportunities for employees to grow and build their careers through training and development programs.These includeoffering tailored learning opportunities to enable employees to upskill while at wor

147、k and driving deliberate career conversations between employees andtheir managers,as well as executive talent and succession planning.We measure organizational culture and engagement to build on the competencies that are important for our future success.The disruptionsstemming from the COVID-19 pand

148、emic have presented particularly unique challenges to keeping employees engaged and supported at work.We shiftedour approach to employee engagement in response to changing employee needs in a mostly-virtual workplace,by,for example,providing regular video-based CEO updates and virtual mental wellnes

149、s workshops.We regularly touch base with our employees through formal engagement surveys,work-from-home8surveys and quick pulse surveys to request feedback on the employee experience.The results of these efforts are shared with senior management at each ofour brands who analyze areas of progress or

150、prioritize areas for improvement in order to encourage and sustain employee engagement.We are particularlyproud that notwithstanding the difficulties faced by our employees due to the effects of COVID-19 on how we live and work,as well as the difficultrestructuring actions taken by the Company,the r

151、esults of our employee engagement surveys demonstrate a committed and engaged workforce.Response to COVID-19 PandemicThroughout the crisis of the COVID-19 pandemic,we have prioritized the health and safety of our employees.We recognize that our employeeshave been faced with unprecedented challenges

152、both professionally and personally,and as a result,we have increased the frequency of scheduledcommunication between management and the workforce,offered additional unscheduled holidays,shifted the vast majority of our workforce to work-from-home,offered additional meditation and wellness benefits t

153、o support employee mental well-being,encouraged alterations to meeting schedules during thework week to combat“virtual meeting fatigue”and designated specific days or periods in the year as“quiet periods”in recognition of the need foremployees to rest and recharge.RegulatoryAlthough we have works co

154、uncils or employee representatives in certain countries,our U.S.employees are not represented by a labor union andare not covered by a collective bargaining agreement.Throughout the restructuring process,we worked in close collaboration with works councils,employee representatives and other organiza

155、tions in the relevant jurisdictions.We have never had a work stoppage and we consider our relations with ouremployees to be good.For more information,see Part I,Item 1A,Risk Factors-We rely on the performance of highly skilled employees;and,if we are unable to retainor motivate key employees or hire

156、,retain and motivate well-qualified employees,our business would be harmed.Company Websites We maintain websites with the addresses , and ,among others.We are not including the information contained on our websites as a partof,or incorporating it by reference into,this Annual Report on Form 10-K.We

157、make available free of charge through the 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 orfurnished pursuant to Section 13(a)or 15(d)of the Securities Exchange Act of 1934,as amended(the Exchange Act),as s

158、oon as reasonably practicableafter we electronically file such material with,or furnish such material to,the SEC.These reports and other information are also available,free of charge,atwww.sec.gov.In addition,the Companys Code of Conduct is available through the website and any amendments to or waiv

159、ersof the Code of Conduct will be disclosed on that website.9Item 1A.Risk FactorsThe following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered.The risks anduncertainties described below are not the only ones we face.Additional risks and u

160、ncertainties not presently known to us or that we currently believeare immaterial may also impair our business,results of operations or financial condition.If any of the following risks occur,our business,financialcondition,operating results and cash flows could be materially adversely affected.The

161、risk factors section below contains a description of the significant risks facing our Company and should be carefully considered in full.Thefollowing is only a summary of the principal risks that make an investment in our securities speculative or risky.Risk Factors SummaryThe adverse impact of the

162、COVID-19 pandemic on our business,financial performance and travel demand,generally,including the impact on ourliquidity,credit ratings and ongoing access to capital,the restructuring of our business and our utilization of government stimulus packages;Adverse changes in general market conditions for

163、 travel services,including the effects of macroeconomic conditions,terrorist attacks,naturaldisasters,health concerns,civil or political unrest or other events outside our control;The effects of competition;Risks associated with the restructuring of our business;Any write-downs or impairments of goo

164、dwill or intangible assets related to acquisitions or investments,any increases in provisions for expectedcredit losses on receivables from and cash advances made to our travel service provider and restaurant partners and any increases in cash outlays to refundconsumers for prepaid reservations;Adve

165、rse changes in relationships with travel service providers and restaurants and other third parties on which we are dependent;Our ability to attract and retain qualified personnel;Our ability to successfully manage growth and expand our global business;Our ability to respond to and keep up with the r

166、apid pace of technological and market changes;Our performance marketing efficiency and the general effectiveness of our marketing efforts;Any change by our search and meta-search partners in how they present travel search results or conduct their auctions for search placement in amanner that is comp

167、etitively disadvantageous to us;IT systems-related failures or security breaches and data privacy risks and obligations;Tax,legal and regulatory risks;Risks associated with the facilitation of payments from consumers,including fraud and compliance with evolving rules and regulations andreliance on t

168、hird parties;Fluctuations in foreign currency exchange rates and other risks associated with doing business in multiple currencies and jurisdictions;Success of investments and acquisitions,including integration of acquired businesses;andFinancial risks including increased debt levels and stock price

169、 volatility.Industry and Business RisksThe COVID-19 pandemic has materially adversely affected,and may further adversely impact,our business and financial performance.In response to the outbreak of the novel strain of the coronavirus,COVID-19(the COVID-19 pandemic),many governments around the worldh

170、ave implemented,and continue to implement,a variety of measures to reduce the spread of COVID-19,including travel restrictions and bans,instructionsto residents to practice social distancing,curfews,quarantine advisories,including quarantine restrictions after travel in certain locations,shelter-in-

171、placeorders,required closures of non-essential businesses and additional restrictions on businesses as part of re-opening plans.These government mandates haveforced many of the partners on whom our business relies,including hotels and other accommodation providers,airlines and10restaurants,to seek g

172、overnment support in order to continue operating,to curtail drastically their service offerings,to file for bankruptcy protection or tocease operations entirely.Further,these measures have materially adversely affected,and may further adversely affect,consumer sentiment anddiscretionary spending pat

173、terns,economies and financial markets,and our workforce,operations and customers.The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumerspending and an unprecedented decline in travel and restaurant activities and consumer de

174、mand for related services.Our financial results and prospects arealmost entirely dependent on the sale of such travel and restaurant-related services.Our results for the year ended December 31,2020 were significantlyand negatively impacted,with a material decline in gross bookings,room nights booked

175、,total revenues,net income and cash flow from operations,ascompared to 2019.Due to the uncertain and rapidly evolving nature of current conditions around the world,we are unable to predict accurately the impactthat the COVID-19 pandemic will have on our business going forward.Newly-booked room night

176、 reservations,excluding the impact of cancellations,declined rapidly as the COVID-19 pandemic spread in the first quarter and the beginning of the second quarter of 2020,but then steadily improved throughthe end of the second quarter and into the summer travel period in the third quarter of 2020.In

177、September 2020,variants of COVID-19 that spread moreeasily and quickly than other variants were discovered and have since spread to other countries.In the fourth quarter of 2020,multiple COVID-19 vaccineswere approved for widespread distribution throughout various parts of the world,including the Un

178、ited States and in Europe.While this news isencouraging,it is still unknown when these vaccines will be available to broader populations and whether they will be as effective against variants ofCOVID-19,including the variants mentioned above.In the fourth quarter of 2020,we saw room nights decline f

179、urther,as well as an increase incancellation rates,in each case as compared to the third quarter of 2020.In January 2021,room nights declined slightly more than the decline in the fourthquarter of 2020,however,we have seen some improvement in these booking trends in recent weeks.If these recent tren

180、ds were to continue,we currentlyexpect that room nights and gross bookings in the first quarter of 2021 will decline relative to the first quarter of 2019 by a few percentage points less thanthose metrics declined in the fourth quarter of 2020 relative to the fourth quarter of 2019.We currently expe

181、ct revenue in the first quarter of 2021 to declineby a similar amount as our expected decline in gross bookings in the first quarter of 2021,both relative to the first quarter of 2019.The comparison of thefirst quarter of 2021 to the first quarter of 2019 avoids the distortion created from comparing

182、 to the initial spread of the COVID-19 pandemic late in thefirst quarter of 2020.In addition,we currently expect that we will experience a greater operating loss in the first quarter of 2021 as compared to the fourthquarter of 2020.With the continued spread of COVID-19 and other variants throughout

183、the world,we expect the COVID-19 pandemic and its effects tocontinue to have a significant adverse impact on our business,financial condition,results of operations and cash flows for the duration of the pandemic,during any resurgences of the pandemic and during the subsequent economic recovery,which

184、 could be an extended period of time.We believe that aseffective vaccines become widely distributed,people will feel it is safe to travel again and government restrictions will be relaxed,although the timingremains uncertain.The extent of the effects of the COVID-19 pandemic on our business,results

185、of operations,cash flows and growth prospects is highly uncertainand will ultimately depend on future developments.These include,but are not limited to,the severity,extent and duration of the global pandemic,includingas a result of any new variants of COVID-19 and any resurgences of the pandemic,and

186、 its impact on the travel and restaurant industries and consumerspending more broadly;actions taken by national,state and local governments to contain the disease or treat its impact,including travel restrictions andbans,required closures of non-essential businesses,constraints on businesses during

187、reopening transitions and aid and economic stimulus efforts;the effectof our restructuring activities and attrition,as well as the changes in hiring levels and remote working arrangements that we have implemented on ouroperations,including the health and productivity of management and our employees,

188、and our ability to maintain our financial reporting processes andrelated controls;the impact on our contracts and relationships with our partners,including the impact of invoking force majeure provisions;our ability towithstand increased cyberattacks that we and many businesses are experiencing;the

189、speed and extent of the recovery across the broader travel ecosystem,including the speed at which customers feel comfortable traveling again once restrictions on travel have been lifted,which we believe will be impacted byhow quickly there can be effective and widespread vaccinations,treatments or c

190、ures;and the duration,timing and severity of the impact on customerspending,including the length and the severity of the economic recession resulting from the pandemic.The pandemic may continue to expand throughoutthe world and/or worsen in areas that had seen progress in reducing or containing the

191、disease,which could continue to affect our business.Also,existingrestrictions in affected regions could be extended after the virus has been contained in order to avoid relapses and there may be restrictions on certain travelactivity related to whether travelers have been vaccinated.Our business is

192、dependent on the availability of a large number of accommodations(particularly independently-owned accommodations)andrestaurants,and on the ability of consumers to travel to such accommodations and restaurants on airlines,railways and rental cars.The ability of consumersto travel internationally has

193、 been significantly impacted by the various travel restrictions between countries,including for example,the restrictions on travelbetween the European Union and the United States.We do not expect economic and operating conditions for our business to improve until consumers areonce again willing and

194、able to travel,and our travel service provider and restaurant partners are once again willing and able to serve those11consumers.This may not occur until well after the broader global economy begins to improve.Additionally,our business is also dependent on consumersentiment and discretionary spendin

195、g patterns.Increased unemployment resulting from the COVID-19 pandemic is likely to have a negative impact onconsumer discretionary spending,including for the travel and restaurant industries.Even if economic and operating conditions for our business improve,we cannot predict the long-term effects o

196、f the pandemic on our business or the travel and restaurant industries as a whole.If the travel and restaurantindustries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to our operating model,our business may continue to beadversely affected even as the broader global

197、 economy recovers.To the extent that the COVID-19 pandemic continues to adversely affect our business and financial performance,it may also have the effect ofheightening many of the other risks identified in this section,such as those relating to our substantial amount of outstanding indebtedness.Ut

198、ilization of governmental stimulus packages may negatively impact our business,operations and/or reputation.Certain governments have passed or are considering legislation to help businesses during the COVID-19 pandemic through loans,wage subsidies,tax relief or other financial aid,and some of these

199、governments have extended or are considering extending these programs.We have participated in severalof these programs,including the Netherlands wage subsidy program and the United Kingdoms job retention scheme.In some cases,these programsrestrict the ability of participating companies to take certa

200、in actions,such as restructurings,while participating in the program,though we are not currentlyunder any such restrictions.Additionally,in certain jurisdictions,there has been public scrutiny of government aid beneficiaries,including us,and as aresult,our reputation could be harmed by having partic

201、ipated in these programs or participating in the future.Impairments of goodwill,long-term investments and long-lived assets,increases in provisions for expected credit losses on receivables from andcash advances made to our travel service provider and restaurant partners and increases in cash outlay

202、s to refund consumers for prepaid reservations havea negative impact on our results of operations.As a result of the deterioration of our business due to the COVID-19 pandemic,we evaluated goodwill,long-term investments and long-livedassets for possible impairment as of March 31,2020.As a result of

203、this evaluation,we determined that our goodwill relating to OpenTable and KAYAKexperienced a decline in value due to the COVID-19 pandemic,and therefore we recognized a goodwill impairment charge of$489 million(which is non-deductible for income tax purposes)as of March 31,2020.In addition,we record

204、ed an impairment charge of$100 million at March 31,2020 related to ourinvestment in Didi Chuxing due to the impact of the COVID-19 pandemic on the business of the investee and our estimate of the resulting decline in thevalue of the investment.As of September 30,2020,we performed our annual goodwill

205、 impairment testing.As a result of this testing,we recognized anadditional goodwill impairment charge of$573 million(which is non-deductible for income tax purposes)for the three months ended September 30,2020relating to OpenTable and KAYAK.The determination of the fair value reflects numerous assum

206、ptions that are subject to various risks and uncertainties,including key assumptions regarding OpenTable and KAYAKs expected growth rates and operating margins,expected length and severity of the impactfrom the COVID-19 pandemic and the shape and timing of the subsequent recovery,the performance of

207、the businesses during and following the COVID-19 pandemic,as well as other key assumptions with respect to matters outside of our control,such as discount rates and market comparables.Theevaluations required significant judgments and estimates and actual results could be materially different than th

208、ose judgments and estimates utilized in thefair value estimates.Future events and changing market conditions may lead us to re-evaluate the assumptions reflected in the current forecast disclosedabove,particularly the assumptions related to the length and severity of the COVID-19 pandemic,the shape

209、and timing of the subsequent recovery and theperformance of the businesses during and following the COVID-19 pandemic,which may result in a need to recognize an additional goodwill impairmentcharge,which could have a material adverse effect on our results of operations.See Notes 5,6 and 11 to the Co

210、nsolidated Financial Statements foradditional information related to the impairment charges.In addition,given the severe downturn in the global travel industry and the financial difficulties faced by many of our travel service provider andrestaurant partners as a result of the COVID-19 pandemic,we h

211、ave increased our provision for expected credit losses on receivables from and cashadvances made to our travel service provider and restaurant partners.For the year ended December 31,2020,there was a$161 million increase in expectedcredit loss expense compared to the same period in the prior year.Mo

212、reover,due to the high level of cancellations of existing reservations,we haveincurred,and may continue to incur,higher than normal cash outlays to refund consumers for prepaid reservations.In some instances,we do not estimate arecovery of prepayment already made to a travel service provider where w

213、e have agreed to provide free cancellations to customers for non-refundablereservations,and this has resulted in an aggregate reduction in revenue of$44 million for the year ended December 31,2020.Any additional significantincrease in our provision for expected credit losses on receivables from and

214、cash advances made to travel service provider and restaurant partners,and anyadditional significant increase in cash outlays to refund consumers,would have a corresponding negative effect on our results of operations and relatedcash flows.12We face risks associated with the restructuring of our busi

215、ness.Due to the impact of the COVID-19 pandemic on our business volumes,we took actions to reduce the size of our workforce,and there could befurther reductions in the size of our workforce and/or consolidations to optimize efficiency and reduce costs.See Part II,Item 7,Managements Discussionand Ana

216、lysis of Financial Condition and Results of Operations-Trends for more information on the workforce reductions.We have incurred and expect toincur charges related to the reductions in our workforce,changes in our facilities requirements,contract terminations and other non-cash charges,and therecould

217、 be unanticipated costs in the future.Implementation of these restructuring actions presents several significant risks,including the potential negativeimpact on employee morale and productivity,the loss of talented employees that we would not otherwise want to lose,difficulty retaining valuable keye

218、mployees that have not been terminated,adverse impact on our culture,diversion of attention away from operating our business,public scrutiny,personnelcapacity constraints,adverse effects on our internal control environment,actual or perceived disruption of service to our customers and hampering of o

219、urability to grow,develop innovative products and compete,any of which could adversely impact our business and reputation.If we do not successfullymanage the restructurings,the anticipated efficiencies and cost savings may be delayed or not realized.Risks associated with managing any restructuringse

220、ffectively include unforeseen delays in the implementation of workforce reductions,delays in completing required consultations with works councils orother relevant organizations or in obtaining any required approvals,regulatory impediments or litigation.Any of these risks associated with theimplemen

221、tation or management of the restructurings could adversely impact our business,results of operations and/or reputation.Declines or disruptions in the travel industry could adversely affect our business and financial performance.Our financial results and prospects are almost entirely dependent upon t

222、he sale of travel services.Travel,including accommodation(includinghotels,motels,resorts,homes,apartments and other unique places to stay),rental car and airline ticket reservations,is significantly dependent ondiscretionary spending levels.As a result,sales of travel services decline during general

223、 economic downturns and recessions and times of political oreconomic uncertainty,such as currently being experienced due to the COVID-19 pandemic,as consumers engage in less discretionary spending,areconcerned about unemployment or inflation,have reduced access to credit or experience other concerns

224、 or effects that reduce their ability or willingness totravel.Perceived or actual adverse economic conditions,including slow,slowing or negative economic growth,high or rising unemployment rates,inflation and weakening currencies,and concerns over government responses such as higher taxes or tariffs

225、,increased interest rates and reducedgovernment spending have impaired and could in the future impair consumer spending and adversely affect travel demand.Political uncertainty,conditions or events can also negatively affect consumer spending and adversely affect travel demand.In the past,and priort

226、o the significantly changed circumstances brought on by the onset of the COVID-19 pandemic,we experienced volatility in transaction growth rates,increased cancellation rates and weaker trends in accommodation average daily rates(ADRs)across many regions of the world,particularly in thosecountries th

227、at appear to be most affected by economic and political uncertainties,which we believed were due at least in part to these macro-economicconditions and concerns.Further economic or political disruptions beyond those resulting from the COVID-19 pandemic could cause,contribute to or beindicative of de

228、teriorating macro-economic conditions,which in turn could negatively affect travel or the travel industry in general and therefore have anadverse impact on our results of operations.While lower occupancy rates have historically resulted in accommodation providers increasing theirdistribution of acco

229、mmodation reservations through third-party intermediaries such as us,our remuneration for accommodation reservation transactionschanges proportionately with price,and therefore,lower ADRs generally have a negative effect on our accommodation reservation business and on ourrevenues and results of ope

230、rations.As a result of the COVID-19 pandemic and its material adverse impact on travel,we have generally seen a significantdecrease in occupancy rates and ADRs.These and other macro-economic uncertainties,such as oil prices,geopolitical tensions and differing central bank monetary policies,have led

231、tosignificant volatility in the exchange rates between the U.S.Dollar and the Euro,the British Pound Sterling and other currencies.Significant fluctuations inforeign currency exchange rates,stock markets and oil prices can also impact consumer travel behavior.For example,although lower oil prices ma

232、y lead toincreased travel activity as consumers could have more discretionary funds and airline fares decrease,declines in oil prices may be indicative of broadermacro-economic weakness,which in turn could negatively affect the travel industry,our business and results of operations.Conversely,higher

233、 oil pricesmay result in higher airfares and decreased travel activity,which can negatively affect our business and results of operations.13As a result of the United Kingdom leaving the European Union(Brexit),we anticipate that we will face new regulatory costs and challenges asU.K.regulations and p

234、olicies diverge from those of the European Union or if additional business licenses are required.Since some of the details of theUnited Kingdoms exit from the European Union continue to unfold,we are unable to predict all of the effects Brexit will have on our business and resultsof operations.The u

235、ncertainty of macro-economic factors and their impact on consumer behavior,which may differ across regions,makes it more difficult toforecast industry and consumer trends and the timing and degree of their impact on our markets and business,which in turn could adversely affect ourability to effectiv

236、ely manage our business and adversely affect our results of operations.In addition to the impact of the COVID-19 pandemic described earlier in these Risk Factors,other events beyond our control,such as oil prices,stock market volatility,terrorist attacks,changing,unusual or extreme weather or natura

237、l disasters such as earthquakes,hurricanes,tsunamis,floods,fires,droughts and volcanic eruptions(whether due to climate change or otherwise),travel-related health concerns including pandemics and epidemics such ascoronaviruses,Ebola and Zika,political instability,changes in economic conditions,wars

238、and regional hostilities,imposition of taxes,tariffs or surchargesby regulatory authorities,changes in trade policies or trade disputes,changes in immigration policies or other travel restrictions,travel-related accidents orincreased focus on the environmental impact of travel,have previously and ma

239、y in the future disrupt travel,limit the ability or willingness of travelers tovisit certain locations or otherwise result in declines in travel demand and adversely affect our business and results of operations.Because these events orconcerns,and the full impact of their effects,are largely unpredi

240、ctable,they can dramatically and suddenly affect travel behavior by consumers,andtherefore demand for our services and our relationships with travel service providers and other partners,any of which can adversely affect our business andresults of operations.Intense competition could reduce our marke

241、t share and harm our financial performance.We compete globally with both online and traditional travel and restaurant reservation and related services.The markets for the services we offerare intensely competitive,constantly evolving and subject to rapid change,and current and new competitors can la

242、unch new services at a relatively lowcost.Some of our current and potential competitors,such as Google,Apple,Alibaba,Tencent,Amazon and Facebook,have significantly more customersor users,consumer data and financial and other resources than we do,and they may be able to leverage other aspects of thei

243、r businesses(e.g.,search ormobile device businesses)to enable them to compete more effectively with us.For example,Google has entered various aspects of the online travel marketand has grown rapidly in this area,including by offering a flight meta-search product(Google Flights),a hotel meta-search p

244、roduct(Google HotelAds),a vacation rental meta-search product,its Book on Google reservation functionality,Google Travel,a planning tool that aggregates its flight,hoteland packages products in one website,and by integrating its hotel meta-search products and restaurant information and reservation p

245、roducts into its GoogleMaps app.In addition,Amazon has experimented with online travel in the past and continues to experiment in this area,such as by partnering with travelcompanies to offer its customers travel products,including a partnership with B to provide travel deals to Amazon Prime users i

246、n certaincountries.Moreover,as the economy and the travel industry recover from the impact of the COVID-19 pandemic,the structure of the travel industry orconsumer preferences could change in ways that could disadvantage us and benefit certain of our existing competitors or new entrants.For example,

247、as aresult of the COVID-19 pandemic and the resulting international travel restrictions and social distancing practices,there has been a shift in favor ofdomestic travel and alternative accommodations.This shift could benefit competitors that are more well established in domestic markets and alterna

248、tiveaccommodations than we are.As a result,our historical strengths may not provide the competitive advantages that they did prior to the pandemic.If we areunable to successfully adapt to any changes in how the travel industry operates or to changes in the ways in which consumers purchase travel ser

249、vices,ourability to compete,and therefore our business and results of operations,would be adversely affected.We currently,or may in the future,compete with a variety of companies,including:online travel reservation services such as Expedia,H,Hotwire,Orbitz,Travelocity,Wotif,Cheaptickets,ebookers and

250、 CarR,which are owned by Expedia Group,Traveloka(in which Expedia Group holds a minority interest)and Despegar/Decolar(in which ExpediaGroup holds a minority interest);T Group(in which we hold a small minority interest),T(which is owned by T Group),Tongcheng-eLong(in which T Group holds a significan

251、t minority interest),ezTravel(in which T Group holds a majority interest)and MakeMyTrip(in which T Group holds a significant minority interest);Hotel Reservation Service(HRS)and hotel.de,which areowned by Hotel Reservation Service;and AutoEurope,CarTrawler,Meituan(in which we hold a small minority i

252、nterest),Rakuten,Jalan(which isowned by Recruit),Fliggy(which is owned by Alibaba),HotelTonight(which is owned by Airbnb),CheapOair and eDreams ODIGEO;14online accommodation search and/or reservation services that are currently focused primarily on alternative accommodations,includingindividually ow

253、ned properties such as homes and apartments,such as Airbnb,Vrbo(which is owned by Expedia Group),Tujia(in which TGroup and Expedia Group hold investments)and Xiaozhu;large online companies,including search,social networking and marketplace companies such as Google,Facebook,Alibaba,Tencent,Amazonand

254、Baidu;traditional travel agencies,travel management companies,wholesalers and tour operators,many of which combine physical locations,telephoneservices and online services,such as Carlson Wagonlit,American Express,BCD Travel,Egencia and Expedia Partner Solutions(which are ownedby Expedia Group),Conc

255、ur(which is owned by SAP),TUI,Webjet and Hotelbeds Group,as well as thousands of individual travel agenciesaround the world;travel service providers such as accommodation providers,rental car companies and airlines,many of which have their own branded onlineplatforms to which they drive business,inc

256、luding large hotel chains such as Marriott International,Hilton and Intercontinental Hotel Group andemerging hotel chains such as OYO Rooms;online travel search and price comparison services(generally referred to as meta-search services),such as Google Flights,Google Hotel Ads,Googles vacation renta

257、l meta-search product,TripAdvisor,trivago(in which Expedia Group holds a majority interest),Qunar(which is controlledby T Group)and Skyscanner(which is owned by T Group);online restaurant reservation services,such as TheFork and Bookatable(which are owned by TripAdvisor),SeatMe(which is owned by Yel

258、p),Zomato,Quandoo(which is owned by Recruit)and Resy(which is owned by American Express);companies offering new rental car business models or car-or ride-sharing services that affect demand for rental cars,some of which havedeveloped innovative technologies to improve efficiency of point-to-point tr

259、ansportation and extensively utilize mobile platforms,such as Uber,Lyft,Gett,Zipcar(which is owned by Avis),Turo,BlaBlaCar,Didi Chuxing(in which we hold a small minority interest),Grab(in which we holda small minority interest),Go-Jek and Ola;andcompanies offering technology services and software so

260、lutions to travel service providers,including large global distribution systems(GDSs),such as Amadeus,Sabre and Travelport,and hospitality software platforms,such as Oracle and Shiji.Google,the worlds largest search engine and one of the worlds largest companies and other large,established companies

261、 with substantialresources and expertise in developing online commerce and facilitating internet traffic offer travel or travel-related search,meta-search and/or reservationbooking services and may create additional inroads into online travel.Googles travel meta-search services,Google Hotel Ads and

262、Google Flights,havegrown rapidly and have achieved significant market share in a relatively short time.Meta-search services leverage their search technology to aggregatetravel search results for the consumers specific itinerary across travel service providers(e.g.,accommodations,rental car companies

263、 or airlines),onlinetravel companies(OTCs)and other online platforms and,in many instances,compete directly with us for customers.Meta-search services intend toappeal to consumers by showing broader travel search results than may be available through OTCs or other online platforms,which could lead t

264、o travelservice providers or others gaining a larger share of search traffic.Google leverages its general search business to promote its meta-search offerings byshowing meta-search results at the top of its organic search results.Further,TripAdvisor and trivago,two other leading meta-search companie

265、s,supporttheir meta-search services with significant marketing efforts.Through our KAYAK meta-search service,we compete directly with these and other meta-search services.If we are unable to effectively compete with these companies,our business and results of operations could be harmed.Meta-search s

266、ervices may evolve into more traditional OTCs by offering consumers the ability to make travel reservations directly through theirplatforms.For example,TripAdvisor allows consumers to make a reservation at some accommodations while staying on TripAdvisor through its InstantBooking offering,which inc

267、ludes participation by many of the leading global hotel chains.Google also provides reservation services through Book onGoogle.To the extent we participate in any such offerings provided by meta-search services,resulting reservations could be less profitable and couldcannibalize business that would

268、otherwise come directly to us or through other more profitable channels.If consumers book travel services through aservice such as TripAdvisors Instant Booking,Googles Book on Google,a meta-search website or directly with a travel service provider after visiting ameta-search platform or using a meta

269、-search utility on a traditional search15engine without using an OTC like us,or if meta-search services limit our participation within their search results or evolve into more traditional OTCs,wemay need to increase our marketing or other customer acquisition costs to maintain or grow our reservatio

270、n bookings and our business and results ofoperations could be adversely affected.Over the years,there has been a proliferation of new channels through which accommodation providers can offer reservations as the market fortravel services has evolved.For example,companies such as Airbnb and Expedia Gr

271、oup offer services providing alternative accommodation propertyowners,particularly individuals,an online place to list their accommodations where travelers can search and book such properties and compete directlywith our alternative accommodation services.In addition,Airbnb,which owns HotelTonight,o

272、ffers some hotel reservations through its online platforms.Companies specializing in one type of travel service or product could expand their offerings to compete with us more broadly.Further,meta-search servicesmay lower the cost for new companies to enter the market by providing a distribution cha

273、nnel without the cost of promoting the new entrants brand todrive consumers directly to its platform.New travel-related services are frequently being introduced to the market.For example,in 2019,Google launchedGoogle Travel,which combines its hotel,flight and packages offerings into one website with

274、 trip-planning tools.Some of our competitors and potentialcompetitors offer a variety of online services,such as food delivery,shopping,gaming or search services,many of which are used by consumers morefrequently than online travel services.As a result,a competitor or potential competitor that has e

275、stablished other,more frequent online interactions withconsumers may be able to more easily or cost-effectively acquire customers for its online travel services than we can.For example,some competitors orpotential competitors with more frequent online interactions with consumers are seeking to creat

276、e super-apps where consumers can use many onlineservices without leaving that companys app,in particular in markets such as Asia where online activity(including e-commerce)is conducted primarilythrough apps on mobile devices.If any of these platforms are successful in offering new travel-related ser

277、vices or services similar to ours to consumerswho would otherwise use our platforms or if we are unable to offer our services to consumers within these super-apps,our customer acquisition effortscould be less effective and our customer acquisition costs,including our marketing expenses,could increas

278、e,either of which would harm our business andresults of operations.Although we believe that providing an extensive collection of properties,excellent customer service and an intuitive,easy-to-use consumerexperience are important factors influencing a consumers decision to make a reservation,for many

279、 consumers,particularly in certain markets,the price ofthe travel service is the primary factor determining whether a consumer will book a reservation.As a result,it is increasingly important to offer travelservices,such as accommodation reservations,at competitive prices,whether through discounts,c

280、oupons,closed-user group rates or loyalty programs,orotherwise.Discounting and couponing coupled with a high degree of consumer shopping behavior is particularly common in Asian markets.In some cases,our competitors are willing to make little or no profit on a transaction,or offer travel services at

281、 a loss,in order to gain market share.As a result,in certainmarkets 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 marketshare and to maintain historical profit margins.These initiatives may also result in lower

282、ADRs and lower revenues as a percentage of gross bookings.Aspart of our strategy to provide more payment options to consumers and travel service providers,B is increasingly processing transactions on amerchant basis,where it facilitates payments on behalf of customers.This allows B to present consum

283、ers with more pricing options.If we areunable to effectively offer competitive prices,our market share,business and results of operations could be materially adversely affected.Travel service providers,including hotel chains,rental car companies and airlines with which we conduct business,compete wi

284、th us in onlinechannels to drive consumers to their own platforms in lieu of third-party distributors such as us.Travel service providers may charge lower prices and,insome instances,offer advantages such as loyalty points or special discounts to members of closed-user groups(such as loyalty program

285、 participants orconsumers with registered accounts),any of which could make their offerings more attractive to consumers than our services.For example,many largehotel chains have instituted additional initiatives,such as increased discounting and incentives,to encourage consumers to book accommodati

286、ons directlythrough their online platforms.We also offer various incentives to consumers and may need to offer additional or increased advantages to maintain or growour reservation bookings,which adversely impacts our profit margins.Further,consolidation among travel service providers,such as Marrio

287、ttInternationals acquisition of Starwood Hotels&Resorts in 2017,could result in lower rates of commission paid to OTCs,increased discounting andgreater incentives for consumers to join closed-user groups as such travel service providers expand their offerings.If we are not as effective as ourcompeti

288、tors(including hotel chains)in offering discounted prices and other incentives to consumers,our ability to grow and compete and our results ofoperations could be harmed.16We face risks related to the growth rate and the global expansion of our business.We derive a substantial portion of our revenues

289、,and have significant operations,outside the United States.Our international businesses includeour Netherlands-based OTC brand B(including R,based in the United Kingdom),our Asia-based OTC brand agoda and,to alesser extent,KAYAKs international meta-search services and OpenTables international restau

290、rant reservation services.Before the COVID-19 pandemic,our international OTC operations historically had achieved significant year-over-year growth in their gross bookings,in particular with respect to theiraccommodation reservation services.Without taking into consideration the recent declines caus

291、ed by the COVID-19 pandemic,these growth rates,whichcontributed significantly to our historical growth in consolidated revenues and earnings,had generally declined over time as the absolute level of our grossbookings increased and online travel growth rates declined.In addition to the general slowin

292、g growth rates of online travel and the effects of the COVID-19 pandemic,other factors may also slow the growth rates of our international businesses,including,for example,worldwide or regional economicconditions,strengthening of the U.S.Dollar versus the Euro,the British Pound Sterling and other cu

293、rrencies,declines in ADRs,increases in cancellations,adverse changes in travel market conditions and the competitiveness of the market.Any decline in the growth rates of our international businessesnegatively impacts our revenue and earnings growth rates and,as a consequence,our stock price.Our long

294、-term strategy involves continued expansion throughout the world.Many regions have different economic conditions,customs,languages,currencies,consumer expectations,levels of consumer acceptance and use of online platforms for commerce,legislation,regulatoryenvironments(including labor laws and custo

295、ms),tax laws and levels of political stability,and we are subject to associated risks typical of internationalbusinesses.International markets may have strong local competitors with an established brand and travel service provider or restaurant relationships thatmay make expansion in that market dif

296、ficult or costly and take more time than anticipated.In addition,compliance with legal,regulatory or taxrequirements in multiple jurisdictions places demands on our time and resources,and we may nonetheless experience unforeseen and potentially adverselegal,regulatory or tax consequences.In some mar

297、kets such as China,legal and other regulatory requirements may prohibit or limit participation by foreignbusinesses,such as by making foreign ownership or management of internet or travel-related businesses illegal or difficult,or may make directparticipation in those markets uneconomic,which could

298、make our entry into and expansion in those markets difficult or impossible,require that we workwith a local partner or result in higher operating costs.Certain markets in which we operate that are in earlier stages of development have lower operatingmargins compared to more mature markets,which coul

299、d have a negative impact on our overall profit margins as these markets increase in size over time.Ifwe are unsuccessful in expanding in new and existing markets and effectively managing that expansion,our business and results of operations could beadversely affected.We intend to continue to improve

300、 the accommodation choices available for reservation on our platforms,however the growth rate of the number ofaccommodations on our platforms may vary in part as a result of removing accommodations from our platforms from time to time.We have seen a year-over-year increase in the number of accommoda

301、tions removed from our platform during and resulting from the impacts of the COVID-19 pandemic,andwe expect to see further accommodation removals in the future primarily due to properties not providing availability on our platforms,non-payment ofinvoices or property closures.Many of the newer accomm

302、odations we add to our travel reservation services,especially in highly-penetrated markets,mayhave fewer rooms or higher credit risk and may appeal to a smaller subset of consumers(e.g.,hostels and bed and breakfasts).Because alternativeaccommodations are often either a single unit or a small collec

303、tion of independent units,these properties generally represent more limited bookingopportunities than hotels,motels and resorts,which generally have more units to rent per property.Further,alternative accommodations in general may besubject to increased seasonality due to local tourism seasons,weath

304、er or other factors or may not be available at peak times due to use by the propertyowners.Lower profit margins are associated with alternative accommodation properties due to certain additional costs related to offering theseaccommodations on our platforms.As we increase our alternative accommodati

305、on business,these different characteristics negatively impact our profitmargins;and,to the extent these properties represent an increasing percentage of the properties added to our platforms,we expect that our room-nightgrowth rate and property growth rate will continue to diverge over time(since ea

306、ch such alternative accommodation property has fewer bookingopportunities).As a result of the foregoing,as the percentage of alternative accommodation properties increases,the number of reservations per propertywill likely continue to decrease.In addition,as our alternative accommodation reservation

307、 business grows,we may incur increasing numbers of complaints related to non-existentproperties or properties that are significantly different than as described in the listing,as well as claims of liability based on events occurring at suchproperties such as robbery,injury,death and other similar ev

308、ents.Such complaints or claims could result in negative publicity and increased costs,whichcould adversely affect our reputation,business and results of operations.Further,the regulatory environment related to some alternative accommodationssuch as homes and apartments is evolving,and laws,regulatio

309、ns or property association rules could impose restrictions or burdens on these propertyowners and managers that limit or negatively affect their ability to rent their properties.Some jurisdictions have adopted or are considering statutes orordinances that prohibit owners and managers from renting ce

310、rtain properties for fewer17than a stated number of consecutive days or for more than an aggregate total number of days per year or that require owners or managers to obtain a licenseto rent their properties.In addition,several jurisdictions have adopted or are considering adopting statutes or ordin

311、ances requiring online platforms that listcertain alternative accommodations to obtain a license to list such accommodations and/or to comply with other restrictions or requirements.This dynamicregulatory environment requires us to expend significant time and resources and could negatively impact th

312、e growth and/or size of our alternativeaccommodation reservation business.We believe that the number,variety and quality of accommodations on our platforms,and the corresponding access to accommodation roomnights,had been a key driver of the growth of our accommodation reservation business prior to

313、the COVID-19 pandemic.The breadth of ouraccommodation bookings typically made us an attractive source of consumer demand for our accommodation providers,and we believe it will continue todo so as the travel industry recovers.However,after accommodation providers recover from the COVID-19 pandemic,th

314、ey may wish to limit the amountof business that flows through a single distribution channel.Also,certain jurisdictions,particularly in Europe,are considering regulations intended toaddress the issue of overtourism,including by restricting accommodation offerings in city centers or near popular touri

315、st destinations,such as byrestricting construction of new hotels or the renting of homes or apartments.Such restrictions could also include limiting the number of tourists permittedto visit and stay near popular areas during peak seasons or as a general matter.As a result,we may experience constrain

316、ts on the number of listings,oraccommodation room nights,actually available to us,which could negatively impact our business growth rate and results of operations.The number of our employees worldwide has grown from approximately 15,500 at December 31,2015 to approximately 20,300 at December 31,2020

317、,which growth is mostly comprised of hires by our international operations.Changes in our workforce may make it more difficult to hire,train,retain,motivate and manage the required employees.Historically,our brands operated on a largely independent basis and many of them focused on particularservice

318、s or geographies.As we look to develop the Connected Trip and pursue our other strategic objectives,we are increasing the collaboration,cooperation and interdependency among our brands.As we manage this shift,in addition to managing any changes in our workforce,whether due toorganic growth,growth th

319、rough acquisitions,workforce reductions or restructurings,we may find it difficult to maintain the beneficial aspects of ourcorporate culture at the brand companies and throughout the organization as a whole.In addition,as travel recovers from the COVID-19 pandemic,anyfuture expansion or shift incre

320、ases the complexity of our business and places additional strain on our management,operations,technical performance,financial resources and administrative,legal,tax,internal control and financial reporting functions.Our current and planned employees,systems,procedures and controls may not be adequat

321、e to support and effectively manage growth and increased complexity,especially as we employ employees inmultiple geographic locations around the world and increase the number and variety of our products and payment systems.The implementation of newinformation technology,payment,enterprise resource p

322、lanning(ERP)or other systems could be disruptive and/or costly or we may experience difficultysuccessfully integrating new systems into existing systems or migrating to new systems from existing systems,any of which could adversely affect ourbusiness and results of operations.We rely on marketing ch

323、annels to generate a significant amount of traffic to our platforms and grow our business.We believe that maintaining and strengthening our brands are important aspects of our efforts to attract and retain customers.We have investedconsiderable resources in the establishment and maintenance of our b

324、rands,and we intend to continue to invest resources in marketing and other brandbuilding efforts to preserve and enhance consumer awareness of our brands when and to the extent we deem appropriate,in particular as the COVID-19pandemic subsides and consumers begin to travel again.Effective marketing

325、has been an important factor in our growth,and we believe it will continue tobe important to our future success.Our marketing spend is influenced by the marketing spend of our competitors as we seek to maintain and increase ourbrand recognition among consumers and to maintain and grow traffic to our

326、 platforms through performance marketing channels.We may not be able tosuccessfully maintain or enhance consumer awareness and acceptance of our brands,and,even if we are successful in our branding efforts,such effortsmay not be cost-effective.For instance,increased marketing by OTCs,meta-search ser

327、vices and travel service providers,which we saw prior to theCOVID-19 pandemic and would expect to see again as the COVID-19 pandemic subsides,make our marketing efforts more expensive and less effective.Ifwe are unable to maintain or enhance consumer awareness and acceptance of our brands in a cost-

328、effective manner,our business,market share and resultsof operations would be materially adversely affected.Our marketing efficiency,expressed as marketing expense as a percentage of revenues,is impacted by a number of factors that are subject tovariability and that are,in some cases,outside of our c

329、ontrol,including ADRs,costs per click,cancellation rates,foreign currency exchange rates,ourability to convert paid traffic to booking customers and the extent to which consumers come directly to our websites or mobile apps for bookings.Forexample,competition for desired rankings in search results a

330、nd/or a decline in ad clicks by consumers could increase our costs-per-click and reduce ourmarketing efficiency.We use third-party websites,including online search engines(primarily Google),meta-search and travel research services and18affiliate marketing as the primary means of generating traffic t

331、o our websites.Growth of some of these channels had slowed prior to the COVID-19pandemic.Historically our marketing expenses have increased significantly,however,we have experienced more moderate growth rates in recent years,and since the COVID-19 pandemic,our marketing expenses have declined signif

332、icantly year-over-year.Our marketing efficiency has declined in recentyears,a trend we expect to continue in the long term,though the rate of decrease may fluctuate and there may be periods of stable or increasing returns oninvestment(ROIs)from time to time,and we cannot predict how our marketing ef

333、ficiency will trend during the recovery from the COVID-19 pandemic.Further,at times we may pursue a strategy of increasing marketing ROIs,which could negatively affect our gross bookings and revenue growth rates.When evaluating our performance marketing spend generally,we consider several factors for each channel,such as the customer experience on theadvertising platform,the incrementality of