Obligation Holdings Booking Inc. 3.65% ( US741503AW60 ) en USD

Holdings Booking Inc.

100 % ▲

Etats-unis

US741503AW60 ( en USD )

3.65% par an ( paiement semestriel )

14/03/2025 - Obligation échue

Prospectus brochure de l'obligation Booking Holdings Inc US741503AW60 en USD 3.65%, échue

2 000 USD

500 000 000 USD

741503AW6

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

Booking Holdings Inc. est une société américaine de technologie du voyage en ligne qui possède et exploite des marques telles que Booking.com, Kayak, Priceline, OpenTable et Agoda, offrant une large gamme de services de réservation de voyages, y compris des hébergements, des vols, des voitures de location et des activités.

Booking Holdings Inc. (US741503AW60, CUSIP 741503AW6) a émis une obligation américaine de 500 000 000 USD, au taux de 3,65 %, arrivant à échéance le 14/03/2025, remboursée à 100 %, avec une taille minimale d?achat de 2 000 USD et des paiements semestriels, notée A- par S&P et A3 par Moody's.

424B5 1 a2223484z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Title of each Class
of Securities to be
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
Registered

Registered

Price

Offering Price

Registration Fee(1)

3.650% Senior Notes due 2025

$500,000,000

99.742%

$498,710,000

$57,950.11

Total

$57,950.11

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
As Filed Pursuant to Rule 424(b)(5)
Registration No. 333-198515
Prospectus Supplement
(To Prospectus dated September 8, 2014)
$500,000,000
The Priceline Group Inc.
3.650% Senior Notes due 2025
We are offering $500,000,000 in aggregate principal amount of our 3.650% Senior Notes due 2025. The notes will bear interest at a rate of 3.650%
per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2015. The notes will mature on
March 15, 2025.
At our option, we may redeem some or all of the notes at a redemption price, described under "Description of Notes--Optional Redemption," plus
accrued and unpaid interest, if any. The notes will be our senior unsecured obligations and will rank senior in right of payment to any future
indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to our existing and future unsecured indebtedness
that is not so subordinated; junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such
indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries.
The notes are new issues of securities with no established trading market. We do not intend to apply to list the notes on any securities exchange.
Investing in the notes involves risk. See "Risk Factors" beginning on page S-5 of this prospectus supplement.

Per Note

Total

Price to the public(1)

99.742%

$498,710,000
Underwriting discount

0.450%

$2,250,000
Proceeds to us (before expenses)(1)

99.292%

$496,460,000

(1)
Plus accrued interest, if any, from March 13, 2015.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.
http://www.sec.gov/Archives/edgar/data/1075531/000104746915002077/a2223484z424b5.htm[3/12/2015 4:51:09 PM]

Delivery of the notes is expected to be made in book-entry form through the facilities of The Depository Trust Company ("DTC") and its
participants, including Euroclear Bank S.A./N.V., ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), against payment on or
about March 13, 2015.
Joint Book-Running Managers
BofA Merrill Lynch

J.P. Morgan

Wells Fargo Securities
Citigroup

Deutsche Bank Securities

Goldman, Sachs & Co.

Co-Managers
TD Securities

US Bancorp

Prospectus Supplement dated March 10, 2015
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
S-iii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-1
PROSPECTUS SUPPLEMENT SUMMARY
S-2
RISK FACTORS
S-5
RATIO OF EARNINGS TO FIXED CHARGES
S-7
USE OF PROCEEDS
S-8
CAPITALIZATION
S-9
DESCRIPTION OF NOTES
S-11
CERTAIN U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
S-28
UNDERWRITING
S-33
VALIDITY OF THE NOTES
S-37
EXPERTS
S-37
WHERE YOU CAN FIND MORE INFORMATION
S-38
Prospectus
ABOUT THIS PROSPECTUS

1
THE PRICELINE GROUP INC.

2
RISK FACTORS

2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

2
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF COMMON STOCK

4
DESCRIPTION OF DEBT SECURITIES

4
DESCRIPTION OF PREFERRED STOCK

15
DESCRIPTION OF WARRANTS

15
DESCRIPTION OF DEPOSITARY SHARES

16
PLAN OF DISTRIBUTION

17
LEGAL MATTERS

19
EXPERTS

19
WHERE YOU CAN FIND MORE INFORMATION

19
http://www.sec.gov/Archives/edgar/data/1075531/000104746915002077/a2223484z424b5.htm[3/12/2015 4:51:09 PM]

S-i
Table of Contents
The notes are being offered for sale only in jurisdictions where it is lawful to make such offers. The distribution of this prospectus supplement and
the accompanying base prospectus and the offering of the notes in certain jurisdictions may be restricted by law. Persons outside the United States who
receive this prospectus supplement and the accompanying base prospectus should inform themselves about and observe any such restrictions. This
prospectus supplement and the accompanying base prospectus do not constitute, and may not be used in connection with, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation. See "Underwriting--Sales Outside the United States."
S-ii
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and certain other
matters. The second part, the accompanying base prospectus, gives more general information about us and our debt securities and capital stock.
Generally, when we refer to "this prospectus," we are referring to both parts of this document combined. To the extent information in this prospectus
supplement conflicts with information in the accompanying base prospectus, you should rely on the information in this prospectus supplement.
We are only responsible for the information contained in or incorporated by reference in this prospectus supplement and the accompanying base
prospectus or any free writing prospectus prepared by or on behalf of us. We have not, and the underwriters have not, authorized anyone to provide you
with additional or different information. We are not, and the underwriters are not, making an offer to sell these notes in any jurisdiction where the offer
is not permitted. You should assume that the information contained in this prospectus supplement or the accompanying base prospectus is accurate only
as of the date on the front of this prospectus supplement and that any information we have incorporated by reference is accurate only as of the date of the
document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since these dates.
Unless we otherwise specify, when used in this prospectus supplement, the terms "Priceline," "The Priceline Group," "we," "our," "the Company"
and "us" refer to The Priceline Group Inc., a Delaware corporation, and its subsidiaries on a consolidated basis.
S-iii
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The statements contained in, or incorporated by reference in, this prospectus supplement contain forward-looking statements within the meaning of
the U.S. federal securities laws. These forward-looking statements reflect the views of our management regarding current expectations and projections
about future events and are based on currently available information and current foreign currency exchange rates. These forward-looking statements are
not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict, including the Risk Factors
identified on page S-5 of this prospectus supplement and in the documents incorporated or deemed incorporated herein by reference. Therefore, actual
results could differ materially from those expressed, implied or forecast in any such forward- looking statements.
Expressions of future goals and expectations and similar expressions, including "may," "will," "should," "could," "expects," "plans," "anticipates,"
"intends," "believes," "estimates," "predicts," "potential," "targets," and "continue," reflecting something other than historical fact are intended to
identify forward-looking statements. Our actual results could differ materially from those described in the forward-looking statements for various
reasons including the risks we face, which are more fully described under "Risk Factors" in this prospectus supplement and in our annual report on
Form 10-K for the year ended December 31, 2014, which is incorporated herein by reference. The following factors, among others, could cause our
actual results to differ materially from those described in the forward-looking statements:
·
adverse changes in general market conditions for leisure and other travel services;
·
the effects of increased competition;
·
fluctuations in foreign exchange rates and other risks associated with doing business in multiple currencies;
http://www.sec.gov/Archives/edgar/data/1075531/000104746915002077/a2223484z424b5.htm[3/12/2015 4:51:09 PM]

·
our ability to expand successfully in international markets;
·
our online advertising efficiency;
·
a change by a major search engine in how it presents travel search results or conducts its auction for search placement in a manner that is
competitively disadvantageous to us;
·
adverse changes in our relationships with travel service providers;
·
systems-related failures and/or security breaches;
·
the ability to attract and retain qualified personnel; and
·
tax, legal and regulatory risks.
Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information,
future events or otherwise. You should, however, carefully review the reports and documents we file or furnish from time to time with the SEC,
particularly our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. For information about how to obtain a
copy of these reports or other documents that we file with the SEC, see "Where You Can Find More Information."
Table of Contents

PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information from this prospectus supplement and may not contain all the information that may be important to you.
Accordingly, you should read this entire prospectus supplement, the accompanying base prospectus and the documents incorporated and deemed to be
incorporated by reference herein and therein, including the financial data and related notes, before making an investment decision. You may obtain a
copy of the documents incorporated by reference by following the instructions in the section entitled "Where You Can Find More Information" in this
prospectus supplement. You should pay special attention to the "Risk Factors" sections of this prospectus supplement, the accompanying base
prospectus and our Annual Report on Form 10-K for the year ended December 31, 2014, as updated by annual, quarterly and other reports and
documents we file with the SEC, to determine whether an investment in the notes is appropriate for you.
The Company
We are a leading provider of online travel and travel related reservation and search services. Through our online travel agent ("OTA") services, we
connect consumers wishing to make travel reservations with providers of travel services around the world. We offer consumers accommodation
reservations (including hotels, bed and breakfasts, hostels, apartments, vacation rentals and other properties) through our Booking.com, priceline.com
and agoda.com brands. Our priceline.com brand also offers consumers reservations for rental cars, airline tickets, vacation packages and cruises. We
offer rental car reservations worldwide through rentalcars.com. We also allow consumers to easily compare airline ticket, hotel reservation and rental
car reservation information from hundreds of travel websites at once through KAYAK. We recently acquired OpenTable, a leading provider of online
restaurant reservations. We believe that the online restaurant reservation business is complementary to our online travel businesses, and that both
OpenTable and our travel businesses will benefit from adding OpenTable to The Priceline Group.
We launched our business in the United States in 1998 under the priceline.com brand and have since expanded our operations to include
Booking.com, KAYAK, agoda.com, rentalcars.com and OpenTable, which are independently managed and operated brands. Our principal goal is to
serve consumers and our travel service provider and restaurant partners with worldwide leadership in online reservation services. Our business is driven
primarily by international results, which consist of the results of Booking.com, agoda.com, rentalcars.com, the results of the internationally based
websites of KAYAK and, as of July 24, 2014, OpenTable (in each case regardless of where the consumer resides, where the consumer is physically
located while making a reservation or the location of the travel service provider or restaurant).
Historically, we have derived substantially all of our gross profit from the following sources:
·
commissions earned from facilitating reservations of accommodations, rental cars, cruises and other travel services;
·
transaction gross profit and customer processing fees from our accommodation, rental car, airline ticket and vacation package reservation
http://www.sec.gov/Archives/edgar/data/1075531/000104746915002077/a2223484z424b5.htm[3/12/2015 4:51:09 PM]

services;
·
advertising revenues primarily earned by KAYAK from sending referrals to OTAs and travel service providers, as well as from
advertising placements on KAYAK's websites and mobile apps;
·
beginning on July 24, 2014, revenues recognized by OpenTable, which consist of reservation revenues (a fee for each restaurant guest
seated through OpenTable's online reservation service), subscription fees for reservation management services and other revenues; and
·
global distribution system ("GDS") reservation booking fees related to our Name Your Own Price® hotel, rental car and airline ticket
reservation services and our price-disclosed airline ticket and rental car reservation services.
Our common stock is listed on The NASDAQ Global Select Market under the symbol "PCLN." Our principal executive offices are located at 800
Connecticut Avenue, Norwalk, Connecticut 06854.

S-2
Table of Contents

The Offering
The summary below describes the principal terms of the notes and may not contain all of the information that may be important to you. Certain of
the terms and conditions described below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus
supplement contains a more detailed description of the terms and conditions of the notes. As used in this section, "we," "our" and "us" refer only to The
Priceline Group Inc. and not to its consolidated subsidiaries.
Issuer
The Priceline Group Inc.

Securities Offered
$500,000,000 in aggregate principal amount of our 3.650% senior notes due
2025.

Interest and Interest Payment Dates
The notes will bear interest from March 13, 2015 until maturity at a rate of
3.650% per year, payable semi-annually in arrears on March 15 and
September 15 of each year, beginning September 15, 2015.

Maturity
The notes will mature on March 15, 2025.

Ranking
The notes will be our general senior unsecured obligations, ranking:

· equal in right of payment with any other senior unsecured indebtedness
of ours, including our outstanding 1.25% convertible senior notes due
2015, 1.0% convertible senior notes due 2018, 0.35% convertible senior
notes due 2020, 0.90% convertible senior notes due 2021, 2.375% senior
notes due 2024, 1.800% senior notes due 2027 and any borrowings under
our revolving credit facility;

· senior in right of payment to any future indebtedness of ours that is
contractually subordinated to the notes;

· structurally subordinated to the claims of our subsidiaries' creditors,
including trade creditors; and

· effectively subordinated to any secured indebtedness of ours to the extent
of the value of the collateral securing such indebtedness.

As of December 31, 2014, the aggregate amount of liabilities of our
consolidated subsidiaries, excluding intercompany liabilities, was
http://www.sec.gov/Archives/edgar/data/1075531/000104746915002077/a2223484z424b5.htm[3/12/2015 4:51:09 PM]

approximately $2.23 billion.

Use of Proceeds
We intend to use the net proceeds of this offering for general corporate
purposes, which may include share repurchases, repayment of debt and
acquisitions, among other uses. See "Use of Proceeds."

Optional Redemption
At our option, we may redeem some or all of the notes at the applicable
redemption price, as described under "Description of Notes--Optional
Redemption," plus accrued and unpaid interest, if any.

S-3
Table of Contents
Further
We may, without the consent of the holders, issue additional notes under the indenture in the future
Issuances
with the same terms (except for the issue date, price to public and, if applicable, the initial interest
payment date) and with the same CUSIP number as the notes offered hereby in an unlimited
aggregate principal amount; provided that if any such additional notes are not fungible with the notes
offered hereby for U.S. federal income tax purposes, such additional notes will have a separate
CUSIP number.

Sinking Fund
The notes will not be entitled to the benefit of any sinking fund.

Listing and
The notes are a new issue of securities with no established trading market. We do not intend to apply
Trading
to list the notes on any securities exchange.

Global Notes;
Book-Entry
Each series of notes will be represented by one or more global notes. The global notes will be
System
deposited with the trustee, as custodian for DTC.

Ownership of beneficial interests in the global notes will be shown on, and transfers of such interests
will be effected only through, records maintained in book-entry form by DTC and its direct and
indirect participants, including the depositaries for Clearstream or Euroclear.

The notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in
excess thereof. See "Description of Notes--Global Notes, Book-Entry Form."

Governing Law
The indenture and the notes will be governed by the laws of the State of New York.

Certain United
States
Federal
Income Tax
For certain material U.S. federal income tax consequences of the acquisition, holding and disposition
Consequences
of the notes, see "Certain U.S. Federal Income and Estate Tax Considerations."

Trustee,
Registrar and
Paying Agent
Deutsche Bank Trust Company Americas.

Risk Factors
Investment in the notes involves certain risks. You should carefully consider the information under
"Risk Factors" on page S-5, and other information included or incorporated by reference in this
prospectus supplement and the accompanying prospectus before investing in the notes.

S-4
Table of Contents
http://www.sec.gov/Archives/edgar/data/1075531/000104746915002077/a2223484z424b5.htm[3/12/2015 4:51:09 PM]

RISK FACTORS
Investing in the notes involves risks. Before purchasing any notes, you should carefully consider the specific factors discussed below, together with
all the other information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated and deemed to be
incorporated by reference herein and therein.
Risks Relating to the Notes
The notes will be effectively junior to all of our secured indebtedness.
The notes will be our senior unsecured obligations and will rank equally with all our other senior unsecured indebtedness, including our
outstanding 1.25% convertible senior notes due 2015, 1.0% convertible senior notes due 2018, 0.35% convertible senior notes due 2020, 0.90%
convertible senior notes due 2021, 2.375% senior notes due 2024, and 1.800% senior notes due 2027. The notes are effectively subordinated, however,
to any secured debt we incur to the extent of the value of the assets securing such debt. As of the date of this prospectus supplement, we had no secured
indebtedness outstanding. Although the indenture governing the notes will contain certain limitations on our ability to incur secured indebtedness, it
will nevertheless permit us to incur a significant amount of secured indebtedness, and the notes will be effectively junior to this secured indebtedness to
the extent of the realized value of the assets securing such secured indebtedness.
In the event that we are declared bankrupt, become insolvent or are liquidated or reorganized, any debt that ranks ahead of the notes will be entitled
to be paid in full from our assets before any payment may be made with respect to the notes. Holders of the notes will participate ratably with all
holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based
upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing circumstances, there may not be sufficient
assets to pay amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of secured indebtedness.
We may incur additional indebtedness ranking equal to the notes.
The indenture governing the notes does not contain any financial or operating covenants that would prohibit or limit us or our subsidiaries from
incurring additional indebtedness and other liabilities, paying dividends, or issuing securities or repurchasing securities issued by us or any of our
subsidiaries. The incurrence of additional indebtedness could adversely affect our ability to pay our obligations on the notes. We anticipate that from
time to time we may incur additional indebtedness in the future.
If we incur additional indebtedness that ranks equally with the notes, including trade payables, the holders of that debt will be entitled to share
ratably with you in any proceeds distributed in connection with our insolvency, liquidation, reorganization, dissolution or other winding-up. This may
have the effect of reducing the amount of proceeds paid to you.
The notes will be effectively junior to any secured indebtedness that we may incur in the future.
The notes will be a general senior unsecured obligation of The Priceline Group Inc. A significant portion of our assets consist of direct and indirect
ownership interests in, and our business is conducted through, our subsidiaries. As a consequence, our indebtedness, including the notes, will be
structurally subordinated to existing and future indebtedness and other liabilities of our subsidiaries and any future subsidiaries. In addition, our right to
participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise, and the ability of holders of the notes to
benefit indirectly from that kind of distribution, is subject to the prior claims of creditors of that subsidiary, except to the
S-5
Table of Contents
extent we are recognized as a creditor of that subsidiary. All obligations of our subsidiaries will have to be satisfied before any of the assets of such
subsidiaries would be available for distribution, upon a liquidation or otherwise. As of December 31, 2014, the aggregate amount of liabilities of our
consolidated subsidiaries, excluding intercompany liabilities, was approximately $2.23 billion.
The notes do not have an established trading market, which may negatively affect their market value and your ability to transfer or sell your notes.
The notes are a new issue of notes with no established trading market. We do not intend to apply to list the securities on any securities exchange.
An active trading market for the notes may never develop or, even if it develops, may not last, in which case the trading price of the notes could be
adversely affected and your ability to transfer your notes will be limited. If an active trading market does develop, the notes may trade at prices lower
than the offering price. The trading price of the notes will depend on many factors, including:
·
prevailing interest rates;
·
the market for similar securities;
http://www.sec.gov/Archives/edgar/data/1075531/000104746915002077/a2223484z424b5.htm[3/12/2015 4:51:09 PM]

·
general economic and financial market conditions;
·
our issuance of debt or preferred equity securities; and
·
our financial condition, results of operations and prospects.
We have been advised by the underwriters that they intend to make a market in the notes, but they are not obligated to do so and may discontinue
market-making at any time without notice.
Ratings of the notes may change and affect the market price and marketability of the notes.
Our debt securities are subject to periodic review by one or more independent credit rating agencies, and may be subject to rating and periodic
review by additional independent credit rating agencies in the future. Any such ratings are limited in scope, and do not address all material risks relating
to an investment in the notes, but rather reflect only the view of the rating agency at the time the rating is issued. An explanation of the significance of
such rating may be obtained from such rating agency. We cannot assure you that such credit rating will remain in effect for any given period of time or
that any such rating will not be lowered, suspended or withdrawn entirely by the rating agency, if, in such rating agency's judgment, circumstances so
warrant. It is also possible that any such rating may be lowered in connection with future events, such as future acquisitions. Holders of notes will have
no recourse against us or any other parties in the event of a change in or suspension or withdrawal of any such rating. Any lowering, suspension or
withdrawal of such ratings may have an adverse effect on the market prices or marketability of the notes.
Risks Related to Our Business
The risks described in this prospectus supplement are not the only risks that we face. Additional risks and uncertainties not currently known to us or
that we currently deem immaterial may also impair our business operations. Any of these risks may have a material adverse effect on our business,
financial condition, results of operations and cash flows. In such a case, you may lose all or part of your investment in the notes. For a further discussion
of the risks, uncertainties and assumptions relating to our business, please see the discussion under the caption "Risk Factors" included in our Annual
Report on Form 10-K for the year ended December 31, 2014, as updated by annual, quarterly and other reports and documents we file with the SEC and
that are incorporated by reference in this prospectus supplement and the accompanying prospectus.
S-6
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the years and periods indicated. As we have no shares of preferred stock
outstanding as of the date of this prospectus supplement, no ratio of earnings to combined fixed charges and preferred stock dividends is presented.

Year Ended December 31,

2014

2013

2012

2011

2010

Ratio of Earnings to Fixed Charges(1)
27.6 23.8 24.1 34.9 22.3
(1)
For purposes of calculating our ratios of earnings to fixed charges, "Earnings" consist of (a) earnings before income taxes;
(b) fixed charges; and (c) equity in income of investees minus the earnings before income taxes attributable to noncontrolling
interests. Fixed charges consist of interest expense and an estimate of the interest within our rental expense.
S-7
Table of Contents
USE OF PROCEEDS
We expect to receive net proceeds of approximately $495.5 million from the sale of the notes to the underwriters, after deducting the underwriting
discount and other offering expenses payable by us. We intend to use the net proceeds of this offering for general corporate purposes, which may
include share repurchases, repayment of debt and acquisitions, among other uses.
S-8
http://www.sec.gov/Archives/edgar/data/1075531/000104746915002077/a2223484z424b5.htm[3/12/2015 4:51:09 PM]

Table of Contents
CAPITALIZATION
The following table sets forth our cash, cash equivalents and marketable securities and capitalization as of December 31, 2014:
·
on an actual basis;
·
on an adjusted basis after giving effect to the issuance of our 1.800% Senior Notes due 2027 on March 3, 2015; and
·
on an as further adjusted basis after giving effect to this offering.
The following data are qualified in their entirety by our financial statements and other information incorporated by reference herein. You should
read this table in conjunction with "Risk Factors" and "Use of Proceeds."

As of December 31, 2014

As Further

Actual

As Adjusted(8)

Adjusted(9)

(dollars in thousands)

(unaudited)

Cash, cash equivalents and marketable securities(1)
$
8,046,486 $
9,157,296 $
9,652,760
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
Debt:

Credit Facility(2)

--
--
--
1.25% Convertible Senior Notes due 2015(3)

37,524
37,524
37,524
1.0% Convertible Senior Notes due 2018(4)

925,166
925,166
925,166
0.35% Convertible Senior Notes due 2020(5)

861,886
861,886
861,886
0.90% Convertible Senior Notes due 2021(6)

863,701
863,701
863,701
2.375% Senior Notes due 2024(7)

1,199,003
1,199,003
1,199,003
1.800% Senior Notes due 2027(8)

--
1,117,500
1,117,500
3.650% Senior Notes due 2025 offered hereby(9)

--
--
500,000
?
?
?
?
?
?
?
?
?
?
?
Total debt

3,887,280
5,004,780
5,504,780
Stockholders' equity:

Common stock, $0.008 par value; authorized 1,000,000,000
shares; 61,821,097 shares issued

480
480
480
Treasury stock, 9,888,024 shares

(2,737,585)
(2,737,585)
(2,737,585)
Additional paid-in capital

4,923,196
4,923,196
4,923,196
Accumulated earnings

6,640,505
6,640,505
6,640,505
Accumulated other comprehensive income (loss)

(259,902)
(259,902)
(259,902)
?
?
?
?
?
?
?
?
?
?
?
Total stockholders' equity

8,566,694
8,566,694
8,566,694
?
?
?
?
?
?
?
?
?
?
?
Total capitalization
$ 12,453,974 $ 13,571,474 $ 14,071,474
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
(1)
Includes short term and long term investments of $1.1 billion and $3.8 billion, respectively at December 31, 2014. Exclusive of
restricted cash.
(2)
As of December 31, 2014, there were no borrowings under the credit facility and there were approximately $13.1 million of
letters of credit issued under the facility.
(3)
Amount shown for the 1.25% Convertible Senior Notes represents total aggregate principal amount outstanding at December 31,
2014, which is classified in current liabilities and the mezzanine section of our balance sheet as of that date. As of March 9, 2015,
conversion notices in the amount of $4.0 million have been received since December 31, 2014 but have not yet been settled. No
other conversion notices have been received since December 31, 2014.
S-9
Table of Contents
(4)
Amount shown for the 1.00% Convertible Senior Notes represents total carrying value outstanding at December 31, 2014, which
is classified in long-term liabilities in our balance sheet and has a total aggregate principal amount outstanding of $1 billion as of
that date.
(5)
Amount shown for the 0.35% Convertible Senior Notes represents total carrying value outstanding at December 31, 2014, which
http://www.sec.gov/Archives/edgar/data/1075531/000104746915002077/a2223484z424b5.htm[3/12/2015 4:51:09 PM]

is classified in long-term liabilities in our balance sheet and has a total aggregate principal amount outstanding of $1 billion as of
that date.
(6)
Amount shown for the 0.90% Convertible Senior Notes represents total carrying value outstanding at December 31, 2014, which
is classified in long-term liabilities in our balance sheet and has a total aggregate principal amount outstanding of $1 billion as of
that date.
(7)
The 2.375% Senior Notes were issued with an aggregate principal amount of 1.0 billion and the amount shown is the U.S. dollar
equivalent of the carrying value of the notes outstanding using the exchange rate of 1.00=$1.2101 on December 31, 2014.
(8)
The amount in the "As Adjusted" column of the above table is the U.S. dollar equivalent of the aggregate principal amount of the
1.800% Senior Notes due 2027 issued on March 3, 2015, using the closing exchange rate of 1.00=$1.1175 on March 3, 2015 per
Bloomberg L.P.
(9)
The amount in the "As Further Adjusted" column of the above table is the aggregate principal amount of the notes being offered
hereby.
S-10
Table of Contents
DESCRIPTION OF NOTES
General
You can find the definitions of certain terms used in the following summary under the subheading "--Certain Definitions." For purposes of this
description of notes, references to "Priceline," the "Company," "we," "our" and "us" refer only to The Priceline Group Inc. and not to any of its
subsidiaries.
Priceline will issue the notes under an indenture between itself and Deutsche Bank Trust Company Americas, as trustee. The terms of the notes
include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.
The following description is a summary of the material provisions of the indenture and the notes. It does not restate the indenture in its entirety. We
urge you to read the indenture, because it, and not this description, defines your rights as a holder of the notes. You may request copies of the indenture
at our address set forth under the heading "Where You Can Find More Information" in this prospectus supplement. A copy of the indenture will be
available upon request to Priceline.
General
The notes:
·
will bear interest from March 13, 2015 at an annual rate of 3.650% payable semi-annually in arrears on March 15 and September 15 of
each year, beginning on September 15, 2015;
·
will be our general unsecured senior obligations, ranking:
·
equal in right of payment with any other senior unsecured indebtedness of ours, including our outstanding 1.25% convertible
senior notes due 2015, 1.0% convertible senior notes due 2018, 0.35% convertible senior notes due 2020, 0.90% convertible
senior notes due 2021, 2.375% senior notes due September 2024, 1.800% senior notes due 2027 and any borrowings under our
revolving credit facility;
·
senior in right of payment to any future indebtedness of ours that is contractually subordinated to the notes;
·
structurally subordinated to the claims of our subsidiaries' creditors, including trade creditors; and
·
effectively subordinated to any secured indebtedness of ours to the extent of the value of the collateral securing such
indebtedness;
·
will be issued in registered form without interest coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof;
http://www.sec.gov/Archives/edgar/data/1075531/000104746915002077/a2223484z424b5.htm[3/12/2015 4:51:09 PM]

Document Outline

#1">
- #1">