Bond Holdings Booking Inc. 3.6% ( US741503AZ91 ) in USD

Holdings Booking Inc.

100 % ▲

United States

US741503AZ91 ( in USD )

3.6% per year ( payment 2 times a year)

31/05/2026

Prospectus brochure of the bond Booking Holdings Inc US741503AZ91 en USD 3.6%, maturity 31/05/2026

2 000 USD

1 000 000 000 USD

741503AZ9

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

01/06/2026 ( In 112 days )

Booking Holdings Inc. is a leading online travel agency operating several brands, including Booking.com, Kayak, Priceline, Agoda, and OpenTable, offering accommodation reservations, flight and car rentals, and restaurant bookings globally.

The Bond issued by Holdings Booking Inc. ( United States ) , in USD, with the ISIN code US741503AZ91, pays a coupon of 3.6% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2026

The Bond issued by Holdings Booking Inc. ( United States ) , in USD, with the ISIN code US741503AZ91, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Holdings Booking Inc. ( United States ) , in USD, with the ISIN code US741503AZ91, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Price Per Note

Offering Price

Registration Fee(1)

3.600% Senior Notes due 2026

$1,000,000,000
99.807%

$998,070,000

$100,505.65

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-198515
Prospectus Supplement
(To Prospectus dated September 8, 2014)
$1,000,000,000
The Priceline Group Inc.
3.600% Senior Notes due 2026
We are offering $1,000,000,000 aggregate principal amount of our 3.600% Senior Notes due 2026. The notes will bear interest at a rate of 3.600%
per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning December 1, 2016. The notes will mature on June 1, 2026.
At our option, we may redeem some or all of the notes prior to March 1, 2026, the date that is three months prior to the maturity date of the notes,
at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest, if any, plus a specified "make-whole" premium
described under "Description of Notes--Optional Redemption." We may also redeem some or all of the notes on or after March 1, 2026, at 100% of the
principal amount of the notes, plus accrued and unpaid interest, if any. See "Description of Notes--Optional Redemption." 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 and other
liabilities and commitments (including trade payables) of our subsidiaries. See "Description of Notes--Ranking."
The notes are a new issue 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)

99.807%
$998,070,000
Underwriting discount

0.450%
$4,500,000
Proceeds to us (before expenses)(1)

99.357%
$993,570,000

(1)
Plus accrued interest, if any, from May 23, 2016.
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Neither the United States Securities and Exchange Commission (the "SEC") 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.
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
May 23, 2016.
Joint Book-Running Managers
BofA Merrill Lynch

Goldman, Sachs & Co.
Wells Fargo Securities
Citigroup
J.P. Morgan
Morgan Stanley
US Bancorp

Co-Managers
HSBC

Standard Chartered Bank

SunTrust Robinson Humphrey

TD Securities

Prospectus Supplement dated May 18, 2016
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
S-iii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-iv
PROSPECTUS SUPPLEMENT SUMMARY
S-1
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
MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
S-28
UNDERWRITING
S-33
VALIDITY OF THE NOTES
S-38
EXPERTS
S-38
WHERE YOU CAN FIND MORE INFORMATION
S-39
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
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PLAN OF DISTRIBUTION
17
LEGAL MATTERS
19
EXPERTS
19
WHERE YOU CAN FIND MORE INFORMATION
19
S-i
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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 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 prospectus should inform themselves about and observe any such restrictions. This prospectus
supplement and the accompanying 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
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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 prospectus, provides more general information about us and our debt securities and capital stock. To the
extent information in this prospectus supplement conflicts with information in the accompanying 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
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 prospectus is accurate only as of
the date on the front cover 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 and the accompanying prospectus 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 under the caption "Risk
Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2015, 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. The following
factors, among others, could cause our actual results to differ materially from those described in the forward-looking statements:
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·
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;
·
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;
·
volatility in the price of our common stock; 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."
S-iv
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 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 prospectus and
the discussion under the caption "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2015, 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, to determine whether an investment in the notes is appropriate for you.
Our Business
We help people experience the world by providing consumers, travel service providers and restaurants with leading travel and restaurant
reservation and related services. Through our online travel companies ("OTCs"), we connect consumers wishing to make travel reservations with
providers of travel services around the world. We are the leader in the worldwide online accommodation reservation market based on room nights
booked. We offer consumers a broad array of 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
provide restaurants with reservation management services and consumers with the ability to make restaurant reservations at participating restaurants
through OpenTable, a leading provider of online restaurant reservations.
We launched our business in the United States in 1998 under the priceline.com brand and have since expanded our operations to include five other
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primary, independently operated brands: Booking.com, KAYAK, agoda.com, rentalcars.com and OpenTable. Our mission is to help people experience
the world by serving both consumers and our travel service provider and restaurant partners with worldwide leadership in online reservation and related
services. Our business is driven primarily by international results, which consist of the results of Booking.com, agoda.com and rentalcars.com and the
results of the internationally-based websites of KAYAK and 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).
We derive 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
services;
·
beginning on May 21, 2013, advertising revenues primarily earned by KAYAK from sending referrals to OTCs 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 (reservation fees paid by
restaurants for diners seated through OpenTable's online
S-1
Table of Contents
reservation service), subscription fees for reservation management services and other revenues; and
·
damage excess waiver fees, travel insurance fees and global distribution system ("GDS") reservation booking fees, in each case related
to certain of our travel 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
$1,000,000,000 aggregate principal amount of our 3.600% senior notes due
2026.

Interest and Interest Payment Dates
The notes will bear interest from the date of original issue until maturity at a
rate of 3.600% per year, payable semi-annually in arrears on June 1 and
December 1 of each year, beginning December 1, 2016.
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Maturity
The notes will mature on June 1, 2026.

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

· equal in right of payment with our other senior unsecured indebtedness;

· 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 March 31, 2016, the aggregate amount of liabilities of our consolidated
subsidiaries, excluding intercompany liabilities, was approximately
$2.84 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
The notes will be redeemable in whole or in part by us prior to March 1,
2026, the date that is three months prior to the maturity date of the notes (the
"Par Call Date"), at a redemption price equal to 100% of the principal amount
of the notes, plus accrued and unpaid interest thereon, if any, plus a specified
"make-whole" premium described under "Description of Notes--Optional
Redemption."

The notes will also be redeemable in whole or in part by us on or after the Par
Call Date at 100% of the principal amount of the notes, plus accrued and
unpaid interest thereon, if any, to, but excluding, the date of redemption.
S-3
Table of Contents
Further Issuances
We may, without the consent of the holders, issue additional notes under the
indenture in the future 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 Trading
The notes are a new issue of securities with no established trading market.
We do not intend to apply to list the notes on any securities exchange.

Global Notes; Book-Entry System
The notes will be represented by one or more global notes. The global notes
will be 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.
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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.

Material United States Federal
For a discussion of material U.S. federal income tax consequences of the
Income Tax Consequences
purchase, holding and disposition of the notes, see "Material 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
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 general senior unsecured obligations and will rank equally with all our other senior unsecured indebtedness, including our
outstanding 1.00% convertible senior notes due 2018, 0.35% convertible senior notes due 2020, 0.90% convertible senior notes due 2021, 2.15% senior
notes due 2022, 2.375% senior notes due 2024, 3.65% senior notes due 2025, 1.80% senior notes due 2027 and any borrowings under our revolving
credit facility. 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 contains certain
limitations on our ability to incur secured indebtedness, it nevertheless permits us to incur a significant amount of 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 assets that secure secured debt only after all indebtedness under such secured debt
has been repaid in full from the proceeds of such 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 will 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 are effectively subordinated to the liabilities of our subsidiaries.
The notes will be a senior unsecured obligation of The Priceline Group Inc. A significant portion of our assets consists of direct and indirect
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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. 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 any such distribution, is subject to the prior claims of creditors of that subsidiary, except to the extent we
S-5
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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 March 31, 2016, the aggregate amount of liabilities of our consolidated
subsidiaries, excluding intercompany liabilities, was approximately $2.84 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 securities with no established trading market. We do not intend to apply to list the notes 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;
·
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, 2015, 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
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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.
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Three Months

Year Ended December 31,

Ended March 31,

2016

2015

2014

2013

2012

2011

Ratio of Earnings to Fixed Charges(1)
9.3 17.5 27.6 23.8 24.1 34.9
(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
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USE OF PROCEEDS
We expect to receive net proceeds of approximately $992 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
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CAPITALIZATION
The following table sets forth our cash, cash equivalents and marketable securities and capitalization as of March 31, 2016. 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 March 31, 2016

(dollars in thousands)

(unaudited)

Cash, cash equivalents and marketable securities(1)
$
10,977,140
?
?
?
?
?
?
?
?
? ?
?
?
?
?
?
Debt:

Credit Facility(2)
$
--
1.00% Convertible Senior Notes due March 2018(3)

947,653
0.35% Convertible Senior Notes due June 2020(4)

891,192
0.90% Convertible Senior Notes due September 2021(5)

879,849
2.15% Senior Notes due November 2022(6)

848,429
2.375% Senior Notes due September 2024(7)

1,124,753
3.65% Senior Notes due March 2025(8)

495,948
1.80% Senior Notes due March 2027(9)

1,133,378
?
?
?
?
?
Total long-term debt

6,321,202
Short-term borrowing(10)

100,000
?
?
?
?
?
Total debt

6,421,202
?
?
?
?
?
Stockholders' equity:

Common stock, $0.008 par value; authorized 1,000,000,000 shares;
62,267,576 shares issued

484
Treasury stock, 12,629,864 shares

(6,086,001)
Additional paid-in capital

5,273,830
Accumulated earnings

9,566,289
Accumulated other comprehensive income (loss)

297,765
?
?
?
?
?
Total stockholders' equity

9,052,367
?
?
?
?
?
Total capitalization
$
15,473,569
?
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(1)
Includes short term and long term investments of $1.5 billion and $7.6 billion, respectively at March 31, 2016. Exclusive
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of restricted cash.
(2)
As of March 31, 2016, there were no borrowings under our revolving credit facility and there were approximately
$2.5 million of letters of credit issued under the facility.
(3)
Amount shown for the 1.00% Convertible Senior Notes represents total carrying value outstanding at March 31, 2016,
which is classified under long-term liabilities on our balance sheet and has a total aggregate principal amount outstanding
of $1.0 billion as of that date.
(4)
Amount shown for the 0.35% Convertible Senior Notes represents total carrying value outstanding at March 31, 2016,
which is classified under long-term liabilities on our balance sheet and has a total aggregate principal amount outstanding
of $1.0 billion as of that date.
(5)
Amount shown for the 0.90% Convertible Senior Notes represents total carrying value outstanding at March 31, 2016,
which is classified under long-term liabilities on our
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balance sheet and has a total aggregate principal amount outstanding of $1.0 billion as of that date.
(6)
The 2.15% Senior Notes were issued with an aggregate principal amount of 750.0 million 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=$1.1395 on
March 31, 2016.
(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=$1.1395 on
March 31, 2016.
(8)
Amount shown for the 3.65% Senior Notes represents total carrying value outstanding at March 31, 2016, which is
classified under long-term liabilities on our balance sheet and has a total aggregate principal amount outstanding of
$500.0 million as of that date.
(9)
The 1.80% 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=$1.1395 on March 31,
2016.
(10)
On March 31, 2016, the Company utilized a credit line in an amount of $100.0 million associated with the purchase of
marketable debt securities. This borrowing was reported in "Accrued expenses and other current liabilities" on our
balance sheet and was repaid on April 1, 2016.
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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 dated as of September 23, 2014 (the "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
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