[X]	No fee required.

[_]	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies: _________________________________

(2)	Aggregate number of securities to which transaction applies: _________________________________

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction: _________________________________

(5)	Total fee paid: _________________________________

[_]	Fee paid previously with preliminary materials.

[_]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid: _________________________________

(2)	Form, Schedule or Registration Statement No.: _________________________________

(3)	Filing Party: _________________________________

(4)	Date Filed: _________________________________

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•	To elect eleven directors to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified;

•	To ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2015;

•	To approve on an advisory basis the compensation paid by the Company to its named executive officers;

•	To consider and vote upon a non-binding stockholder proposal concerning stockholder action by written consent;

•	To consider and vote upon a non-binding stockholder proposal concerning proxy access; and

•	To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

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Time and Date:	10:00 a.m., local (Eastern) time, on Thursday, June 4, 2015.

Location:	The NASDAQ Market Site, 4 Times Square, New York, New York 10036. For more information about entry into the meeting, see How to Attend the Annual Meeting on page 3.

Record Date:	April 9, 2015.

Voting Procedures:

All stockholders are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy as promptly as possible to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose. Alternatively, you may vote by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card. Even if you have submitted your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name.

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•

With respect to Proposal 1, the nominees for election to the Board who receive a majority of votes cast for the election of directors will be elected directors. With respect to the election of directors, a majority of votes cast means that the number of shares cast "for" a nominee's election exceeds the number of "withhold" votes for that nominee. With respect to Proposal 1, votes cast does not include abstentions or broker non-votes, and therefore, abstentions and broker non-votes will not affect the outcome of the vote.

•

With respect to Proposal 2, the ratification of the selection of Deloitte & Touche LLP to act as the Company's independent registered public accounting firm requires approval by a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 2, abstentions will have the same effect as a vote against the matter. Because brokers are entitled to vote on Proposal 2 without specific instructions from beneficial owners, there will be no broker non-votes on this matter. The Company's By-Laws do not require that the stockholders ratify the selection of the Company's independent registered public accounting firm. However, the Company is submitting the selection of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment

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•

With respect to Proposal 3, the non-binding advisory vote to approve executive compensation will be considered approved by the affirmative vote of a majority of the total number of shares present and entitled to vote on the matter. With respect to Proposal 3, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote. Although this vote is non-binding, the Board and the Compensation Committee, which is comprised of independent directors, will take into account the outcome of the vote when considering future executive compensation decisions.

•

With respect to Proposal 4, the non-binding stockholder proposal concerning stockholder action by written consent will be considered approved by the affirmative vote of a majority of the shares present and entitled to vote on the matter. With respect to Proposal 4, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote.

•

With respect to Proposal 5, the non-binding stockholder proposal concerning proxy access will be considered approved by the affirmative vote of a majority of the shares present and entitled to vote on the matter. With respect to Proposal 5, abstentions are considered present and entitled to vote on the matter and therefore have the same effect as votes against the matter, and broker non-votes are not considered entitled to vote on the matter and therefore have no effect on the outcome of the vote.

•	a vote FOR each of the Board's nominees;

•	a vote FOR ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm;

•	a vote FOR the approval on an advisory basis of the Company's executive compensation;

•	a vote AGAINST the non-binding stockholder proposal concerning stockholder action by written consent; and

•	a vote AGAINST the non-binding stockholder proposal concerning proxy access.

•	filing a written notice of revocation with the Company's Corporate Secretary at the Company's principal executive office (800 Connecticut Avenue, Norwalk, Connecticut 06854);

•	filing with the Company's Corporate Secretary at the Company's principal executive office (800 Connecticut Avenue, Norwalk, Connecticut 06854) a properly executed proxy showing a later date; or

•	attending the Annual Meeting and voting in person (attendance at the meeting will not, by itself, revoke a proxy). Please note that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name in order to vote at the meeting.

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•

Leadership experience. The Board believes that directors with experience in significant leadership positions over an extended period, especially chief executive officer positions, provide the Company and the Board with special insights. These individuals generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.

•	Finance experience. The Board believes that an understanding of finance, financial statements and financial reporting processes is important for the Company's directors. The Company measures its operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and effective auditing are critical to the Company's success.

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•	Industry experience. The Board seeks to have directors with experience in the travel industry or with Internet-related businesses.

•

Global experience. The Company's future success depends, in part, on its ability to continue to grow its businesses outside the United States. For example, in 2014, approximately 94% of the Company's consolidated operating income was generated by its international businesses. As a result, the Board believes it is important that the Board include directors with a global business perspective and significant international business experience.

•	Leadership, Industry and Global experience - extensive experience, expertise and background in Internet marketing, sales and the interactive media industry gained from his position as Chief Executive Officer of AOL and his former positions at Google; and his corporate leadership experience gained from his position as Chief Executive Officer of AOL.

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•	Finance and Global experience - approximately twenty years as an audit partner at a multinational accounting firm; member of the Board of Directors, Chairman of the Audit Committee, Compensation Committee and the Mergers and Acquisitions Committee, and member of the Nominating and Corporate Governance Committee of other multinational public companies.

•	Leadership, Industry and Global experience - Mr. Boyd's long and successful tenure as the Company's President and Chief Executive Officer.

•	Finance experience - former chief financial officer of European-based public companies.

•	Industry and Global experience - former chief financial officer of and human resource consultant to Booking.com B.V., the Company's wholly-owned subsidiary based in the Netherlands; former chief financial officer of global technology services company.

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•	Finance and Global experience - former chief financial officer of the world's largest enterprise software company.

•	Industry experience - former senior executive at Internet advertising company; board member of Internet companies; and board member of supplier to the airline industry.

•	Leadership and Global experience - chief executive officer of a leading multinational supplier to global aerospace, defense, marine and energy markets; director of two other public companies, including a multinational public company.

•	Industry and Global experience - approximately thirty years at one of the world's largest airlines; former director of global distribution systems.

•	Leadership and Global experience - Chief Executive Officer of the Company and Chief Executive Officer of the Company's Booking.com subsidiary headquartered in Amsterdam; prior service as President and Chief Executive Officer of Microsoft Japan; previously served as director of another public company.

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•	Leadership, Finance and Global experience - Senior leadership roles, including that of Chief Financial Officer, at large public, global corporations; service on the Board of Directors of a large, global software company.

•	Finance and Industry experience - current managing director at an investment bank; advisor to leading media and consumer companies.

•	Leadership and Global experience - extensive executive leadership of global media companies.

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•	Leadership experience - former chief executive officer and chairman of leading consumer products company; director of another public company.

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•

A majority of the Board will consist of directors who are neither officers nor employees of the Company or its subsidiaries (and have not been officers or employees within the previous three years), do not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who are otherwise "independent" under the listing standards of The NASDAQ Stock Market.

•	At least annually, the Nominating and Corporate Governance Committee will review and concur on a succession plan, developed by management, addressing the policies and principles for selecting a successor to the Chief Executive Officer, both in an emergency situation and in the ordinary course of business.

•	The Board and each committee of the Board have the power to hire such outside legal, financial and other advisors as they may deem necessary or advisable, at the Company's expense.

•	The independent directors will have at least two regularly scheduled meetings each year, and more frequently as necessary or desirable, in conjunction with regularly scheduled meetings of the Board, at which only independent directors (along with any invited outside advisors) are present.

•	The Compensation Committee, meeting in executive session without the Chief Executive Officer being present, will evaluate the performance of the Chief Executive Officer and the Company against the Company's goals and objectives and will recommend to the Board for determination the compensation of the Chief Executive Officer.

•	Each non-employee member of the Board and each of the Company's executive officers is required to own a specified number of shares of Company common stock as set forth in the Company's Corporate Governance Principles (see also Compensation Discussion and Analysis - Key Governance Matters on page 31 and 2014 Non-Employee Director Compensation and Benefits on page 49).

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•	evaluating employee performance (other than the Chief Executive Officer's);

•	helping to establish business performance targets and objectives (other than the Chief Executive Officer's);

•	recommending salary levels, bonus targets/amounts and equity awards (other than the Chief Executive Officer's); and

•	helping to design the structure, terms and conditions of bonus plans and equity awards.

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•	to call, set the agenda for and lead meetings and executive sessions of the independent directors;

•	consult with the Board Chairperson and the Chief Executive Officer regarding Board meeting agendas;

•	from time to time as the Lead Independent Director deems necessary or appropriate, consult with the Board Chairperson and the Chief Executive Officer as to the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to perform their duties effectively;

•	if requested by stockholders, ensure availability, when appropriate, for consultation and direct communication with stockholders; and

•	authorize the retention of outside advisors and consultants who report directly to the Board.

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(a)

Beneficial ownership is determined in accordance with the rules of the SEC and includes sole voting and investment power with respect to securities, except as discussed in the footnotes below. Shares of common stock issuable (i) upon the exercise of stock options that are currently exercisable or exercisable within 60 days after March 31, 2015 and (ii) upon vesting of restricted stock units that vest by their terms within 60 days after March 31, 2015, are deemed to be outstanding and to be beneficially owned by the person holding such stock options and/or restricted stock units for the purpose of computing the percentage ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Certain directors have elected to defer receipt of shares of common stock pursuant to vested restricted stock unit awards for tax planning purposes. However, because the director does not have the right to receive the shares until 90 days after termination of board service, those shares

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(b)	Does not include 166 shares held by an immediate family member of Mr. Boyd, of which Mr. Boyd disclaims beneficial ownership; and does not include 269 vested shares the receipt of which has been deferred by Mr. Boyd for tax planning purposes (such shares will be issued to Mr. Boyd 90 days after termination of his Board service).

(c)	Does not include 546 vested shares the receipt of which has been deferred by Mr. Armstrong for tax planning purposes (such shares will be issued to Mr. Armstrong 90 days after termination of his Board service).

(d)	Does not include 3,834 vested shares the receipt of which has been deferred by Mr. Barker for tax planning purposes (such shares will be issued to Mr. Barker 90 days after termination of his Board service).

(e)	Does not include 3,000 shares held by immediate family members of Mr. Docter not sharing the same household, of which Mr. Docter disclaims beneficial ownership.

(f)	Does not include 3,834 vested shares the receipt of which has been deferred by Mr. Epstein for tax planning purposes (such shares will be issued to Mr. Epstein 90 days after termination of his Board service).

(g)

Includes 521 shares held by a limited liability company of which Ms. Peretsman is a Manager. Does not include 863 vested shares the receipt of which has been deferred by Ms. Peretsman for tax planning purposes (such shares will be issued to Ms. Peretsman 90 days after termination of her Board service); and does not include 22,130 shares held by a foundation for which Ms. Peretsman serves as a trustee, of which Ms. Peretsman disclaims beneficial ownership. Allen & Company LLC disclaims beneficial ownership of the shares described in this note (g).

(h)	Does not include 546 vested shares the receipt of which has been deferred by Mr. Rothman for tax planning purposes (such shares will be issued to Mr. Rothman 90 days after termination of his Board service).

(i)	Does not include 863 vested shares the receipt of which has been deferred by Mr. Rydin for tax planning purposes (such shares will be issued to Mr. Rydin 90 days after termination of his Board service).

(j)

Based solely on information provided in a Schedule 13G/A filed by T. Rowe Price Associates, Inc. ("Price Associates") with the SEC on February 11, 2015. For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims beneficial ownership of such securities. Price Associates lists its address as 100 E. Pratt Street, Baltimore, Maryland 21202.

(k)	Based solely on information provided in a Schedule 13G filed by The Vanguard Group ("Vanguard") with the SEC on February 10, 2015. These securities are owned by Vanguard directly or through wholly-owned subsidiaries of Vanguard. Vanguard lists its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(l)	Based solely on information provided in a Schedule 13G/A filed by BlackRock, Inc. ("BlackRock") with the SEC on February 2, 2015. These securities are owned by various institutional investors affiliated with BlackRock. BlackRock lists its address as 55 East 52nd Street, New York, New York 10022.

(m)	Consists of shares beneficially owned by all directors and executive officers of the Company, including the named executive officers, as a group. Does not include 10,755 vested shares of non-employee directors, the receipt of which has been deferred for tax planning purposes (each such director's shares will be issued 90 days after termination of such director's Board service).

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•	Provide change in control severance tax gross-up payments and does have a policy not to enter into such arrangements in the future.

•	Permit stock option repricing without stockholder approval.

•	Permit hedging or pledging of Company stock by its directors or executive officers.

•	Base salary and benefits are designed to provide a level of economic security and stability so that executives can focus on meeting the Company's objectives.

•	Award opportunities under the Company's annual performance based cash bonus plan are designed to provide a meaningful bonus opportunity for executives tied to the Company's annual earnings growth and individual objectives in connection with each executive's annual individual performance goals.

•

Long-term incentives - performance share units ("PSUs") and restricted stock units ("RSUs") - under the Company's stockholder-approved 1999 Omnibus Plan, are generally designed to attract, retain and incentivize executives by providing a significant compensation opportunity tied to long-term growth in the Company's earnings and increases to its stock price over a period of several years (typically three years). In addition, the Compensation Committee feels that the combination of annual incentives based on annual adjusted EBITDA under the cash bonus plan and three-year incentives based on cumulative adjusted EBITDA over the three-year performance period applicable to PSUs properly incentivizes executives to consider and balance both shorter term and longer term Company performance in managing the business, and therefore incentivizes management to manage the business in a manner

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•

Severance agreements and change in control provisions in the Company's equity instruments are designed to facilitate the Company's ability to attract, retain and incentivize executives as the Company competes for talented employees in the very competitive marketplace for experienced Internet executives, where these protections are often offered. The severance benefits described below are designed to ease the consequences of an unexpected employment termination by the Company due to on-going changes in the Company's employment needs. The change in control benefits described below encourage employees to remain focused on the Company's business in the event of rumored or actual fundamental corporate change and, if required, to provide assistance during any transition. In addition, the Company believes the change in control benefits provided to its executives are a key element in managing compensation related risks by incentivizing executives to manage the business and evaluate potential change in control transactions from the perspective of a stockholder, thereby aligning interests of executives with those of stockholders.

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•	advised the Committee on the composition of the Compensation Peer Group (as defined below);

•	prepared analyses of executive officer compensation levels as compared to the Compensation Peer Group and made compensation recommendations;

•	evaluated the design and provided advice on the appropriateness of the Company's 2014 performance based bonus plan and long term incentives; and

•	prepared tally sheets and IRC Section 280G analyses to determine "excess parachute payments".

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•	information from the Compensation Peer Group described above;

•	individual performance of the executive, including level of responsibility and breadth of knowledge; and

•	internal review of the executive's total compensation, both individually and relative to other senior executives.

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•	The Company's 2014 industry-leading year-over-year growth in gross travel bookings;

•	Mr. Huston's successful transition to the position of President and Chief Executive Officer of the Company;

•	Mr. Huston's continued leadership of the Company's Booking.com brand as its Chief Executive Officer;

•	The Company's industry-leading operating margin;

•	The Company's increased mobile market share;

•	The successful expansion of Booking.com's offline marketing;

•	The Company's continued geographic expansion and expansion of its accommodation supply around the world during 2014 (including the growth of non-hotel accommodation supply);

•	The success of the Company's initiatives to promote consumer loyalty and repeat business;

•	The global collaboration among the Company's different brands;

•	The successful acquisition of OpenTable, Inc. and entry into the restaurant reservation business;

•	The growth of the Company's rental car reservation business;

•	The progress made toward launching the Company's BookingSuite services;

•	Mr. Huston's leadership during 2014, which included development of the Company's long-term strategy with the Board of Directors and leadership of the organization, succession planning, and development of the management team; and

•	Mr. Huston's healthy, open and constructive relationship with employees and the Board of Directors.

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(1)	See Security Ownership of Certain Beneficial Owners and Management on page 17 for certain details relating to actual stock ownership.

(2)	Based on the closing share price of $1,164.15 on March 31, 2015.

•	A 10b5-1 Plan must be adopted during an open trading window.

•

The first proposed sale under a 10b5-1 Plan generally cannot occur until the first fiscal quarter following the fiscal quarter in which the plan is adopted.  Specifically, the first proposed sale under a 10b5-1 Plan generally may not be before the second trading day following the filing of the Company's next Form 10-Q with the SEC after the 10b5-1 Plan is adopted or, in the case of plans implemented during the fourth quarter of a calendar year, not before the second trading day following the public release of the Company's fourth quarter and year-end financial information.

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•	A 10b5-1 Plan must generally have a minimum of a one-year term. A 10b5-1 Plan may not be terminated earlier than the date provided for in the plan, except as approved by the chairperson of the Company's Compensation Committee or, if such chairperson is unavailable, the chairperson of the Company's Audit Committee.

•	Sales under a 10b5-1 Plan may occur during a closed trading window.

•	The Company reserves the right to modify the terms of its 10b5-1 guidelines at any time.

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(1)

The compensation for Mr. Huston is translated into U.S. Dollars using an average exchange rate for 2013 of 1.33 U.S. Dollars to 1 Euro and for 2012 of 1.29 U.S. Dollars to 1 Euro. Mr. Huston was named Chief Executive Officer of Booking.com effective September 26, 2011 and, in addition, became the Company's President and Chief Executive Officer on January 1, 2014. For 2014, the portion of Mr. Huston's salary paid in Euros was translated into U.S. Dollars using an exchange rate of 1.3753 U.S. Dollars to 1 Euro, which is the same exchange rate used pursuant to his employment agreement to calculate any Euro-denominated payments of his U.S.-denominated annual salary of $750,000. For 2014, the amounts comprising Mr. Huston's "All Other Compensation" were generally translated into U.S. Dollars using the exchange rate in effect at the time the respective amounts were paid or reimbursed.

(2)

Represents the aggregate grant date fair value of (a) PSUs granted to Messrs. Huston, Finnegan, Fogel, Millones and Soder in 2014, (b) PSUs granted to Messrs. Huston, Finnegan, Fogel, Millones and Soder in 2013, (c) PSUs granted to Messrs. Huston, Finnegan, Fogel and Millones in 2012, and (d) RSUs granted to Mr. Huston in 2013 in connection with his promotion to President and Chief Executive Officer of the Company on January 1, 2014, in each case computed in accordance with FASB ASC Topic 718. For PSUs granted to Messrs. Huston, Finnegan, Fogel, Millones and Soder in 2014, the amount reflects 1 times the "target" amount, as of the grant date, for those awards. The maximum number of shares that could be issued to Messrs. Huston, Finnegan, Fogel, Millones and Soder under the 2014 PSU awards is 2 times the "target" amount, which would result in a value of $28,001,334, $7,999,999, $7,999,999, $7,999,999 and $7,999,999, respectively, based on the stock price used to determine the aggregate grant date fair value of the awards. For PSUs granted to Messrs. Huston, Finnegan, Fogel,

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(3)	Represents 2014 cash awards paid in February 2015 under the 2014 Bonus Plan.

(4)	Represents 2013 cash awards paid in February 2014 under the 2013 Bonus Plan.

(5)	Represents 2012 cash awards paid in February 2013 under the 2012 Bonus Plan.

(6)

With respect to Messrs. Huston, Finnegan, Fogel, Millones and Soder, the amount represents the U.S. Dollar value of insurance premiums paid by the Company during 2014 with respect to life insurance and accidental death and dismemberment insurance for the benefit of such named executive officer and matching contributions made by the Company to each individual's 401(k) plan for fiscal year 2014. With respect to Messrs. Finnegan, Fogel and Millones, the amount also represents the U.S. Dollar value of certain perquisites available to all Company employees during 2014, consisting of the following: $1,399 to Mr. Finnegan and a related tax gross-up of $1,199, $649 to Mr. Fogel and a related tax gross-up of $292, and $2,545 to Mr. Millones and a related tax gross-up of $259. With respect to Mr. Soder, the amount also represents the U.S. Dollar value of certain perquisites available to all priceline.com employees during 2014, consisting of $524, and a related tax gross-up of $251. With respect to Mr. Huston, the amount also represents the U.S. Dollar value of certain perquisites during 2014, consisting of the following: (a) $20,375 for car service to and from the office; (b) $10,287 in legal fees incurred in 2013 but paid in 2014 related to the negotiation of Mr. Huston's Amended and Restated Employment Agreement in connection with his promotion to President and Chief Executive Officer of the Company and a related tax gross-up of $4,792; (c) $27,032 in professional fees associated with tax preparation and planning and a related tax gross-up of $17,723; (d) $10,563 tax equalization payment and a related tax gross-up of $6,925; (e) $26,478 in education expenses related to his assignment to the Netherlands; (f) $48,928 in personal airfare expenses and a related tax gross-up of $28,002; (g) $2,808 in private Dutch health care insurance premiums and a related tax gross-up of $1,606; and (h) $4,268 in perquisites available to all Booking.com employees and a related tax gross-up of $395.

(7)

With respect to Messrs. Finnegan, Fogel, Millones and Soder, the amount represents the U.S. Dollar value of insurance premiums paid by the Company during 2013 with respect to life insurance and accidental death and dismemberment insurance for the benefit of such named executive officer and matching contributions made by the Company to each individual's 401(k) plan for fiscal year 2013. With respect to Mr. Huston, the amount represents the U.S. Dollar value of (a) certain perquisites during 2013, consisting of (i) $38,500 in legal fees related to the negotiation of Mr. Huston's amended and restated employment agreement in connection with his promotion to President and Chief Executive Officer of the Company, plus $18,664 for a tax gross-up related to these fees, (ii) $15,575 in professional fees associated with tax preparation and planning for Mr. Huston, (iii) $23,851 in education expenses in connection with his assignment to the Netherlands, (iv) $30,321 in personal airfare costs in accordance with Mr. Huston's employment agreement, plus $17,354 for a tax gross-up related to these costs and (v) $3,231 in perquisites available to all Booking.com employees, and (b) $2,714 in insurance premiums paid during 2013 with respect to life insurance and accidental death and dismemberment insurance for the benefit of Mr. Huston.

(8)

With respect to Messrs. Finnegan, Fogel and Millones, the amount represents the U.S. Dollar value of insurance premiums paid by the Company during 2012 with respect to life insurance and accidental death and dismemberment insurance for the benefit of such named executive officer and matching contributions made by the Company to each individual's 401(k) plan for fiscal year 2012. With respect to Mr. Huston, the amount represents the U.S. Dollar value of (a) certain perquisites during 2012 in connection with Mr. Huston's relocation to the Netherlands, consisting of (i) $34,489 for housing, (ii) $153,673 in relocation expenses, (iii) $62,378 in education expenses and (iv) $3,358 in health care insurance and immigration fees, and (b) $2,714 in insurance premiums paid during 2012 with respect to life insurance and accidental death and dismemberment insurance for the benefit of Mr. Huston.

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(1)

These columns show the target amount, at the time the 2014 Bonus Plan was adopted, of the payout for each named executive officer under the 2014 Bonus Plan. The actual payments for 2014 for each named executive officer are included in the column entitled "Non-equity Incentive Plan Compensation" of the Summary Compensation Table.  The business measurements and performance goals for determining the payouts are described in the Compensation Discussion and Analysis beginning on page 20.

(2)

These columns show the "Threshold," "Target" and "Maximum" number of shares of Company common stock that could be issued in connection with PSUs granted in 2014 under the Company's 1999 Omnibus Plan. The performance period commenced on January 1, 2014 and ends on December 31, 2016. The target payouts are performance-driven and therefore completely at risk, except in the case of Mr. Soder's grant, which has a minimum payout of 1 times the "target" amount. The performance criteria for determining the number of shares of Company common stock to be issued, if any, in connection with the PSUs are described in the Compensation Discussion and Analysis beginning on page 20. As discussed below under Employment Contracts, Termination of Employment and Change in Control Arrangements beginning on page 39, Mr. Soder forfeited his 2014 PSU award in connection with his retirement as Chief Executive Officer of the Company's priceline.com business.

(3)

Represents the aggregate grant date fair value of PSUs granted to the named executive officers, computed in accordance with FASB ASC Topic 718. Generally, the grant date fair value is the full amount that the Company would expense in its financial statements over the award's vesting schedule. Fair value for the PSUs was calculated using the grant date per share price of $1,338.24, which was the closing price of the Company's common stock on March 3, 2014, the trading day prior to the March 4, 2014 grant date.  The grant date fair value for the PSUs is based upon the estimated probable number of shares that will be issued at the end of the performance period.  As of December 31, 2014, that number is 1.727 times the "target" grant amount, except in the case of Mr. Soder's PSUs where the number is 1.019 the "target" grant amount.  The actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the three-year performance period. As discussed below under Employment Contracts, Termination of Employment and Change in Control Arrangements beginning on page 39, Mr. Soder forfeited his 2014 PSU award in connection with his retirement as Chief Executive Officer of the Company's priceline.com business. For additional information, please refer to Notes 2 and 3 of the Company's Consolidated Financial Statements for the year ended December 31, 2014, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

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(1)	Represents the number of shares of Company common stock that will be issued pursuant to RSUs granted to Mr. Huston in connection with his appointment as President and Chief Executive Officer of the Company effective on January 1, 2014, consisting of 5,472 shares that are scheduled to vest in November 2016.

(2)

Represents the maximum number of shares of Company common stock that may be issued in March following the end of the performance period in connection with PSUs. Includes 17,250 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015, and 20,924 shares for which the performance period commenced on January 1, 2014 and ends on December 31, 2016. Includes 9,290 shares for which the performance period commenced on January 1, 2012 and ended on December 31, 2014, which vested and were issued on March 4, 2015. With respect to the 17,250 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015 and the 20,924 shares for which the performance period commenced on January 1, 2014 and ends on December 31, 2016, the actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period.

(3)

Represents the maximum number of shares of Company common stock that may be issued in March following the end of the performance period in connection with PSUs.  Includes 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015, and 5,978 shares for which the performance period commenced on January 1, 2014 and ends on December 31, 2016. Includes 5,420 shares for which the performance period commenced on January 1, 2012 and ended on December 31, 2014, which vested and were issued on March 4, 2015. With respect to the 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015 and the 5,978 shares for which the performance period commenced on January 1, 2014 and ends on December 31, 2016, the actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period.

(4)

Represents the maximum number of shares of Company common stock that may be issued in March following the end of the performance period in connection with PSUs.  Includes 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015, and 5,978 shares for which the performance period commenced on January 1, 2014 and ends on December 31, 2016. Includes 6,194 shares for which the performance period commenced on January 1, 2012 and ended on December 31, 2014, which vested and were issued on March 4, 2015. With respect to the 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015 and the 5,978 shares for which the performance period commenced on January 1, 2014 and ends on December 31, 2016, the actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period.

(5)

Represents the maximum number of shares of Company common stock that may be issued in March following the end of the performance period in connection with PSUs.  Includes 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015, and 5,978 shares for which the performance period commenced on January 1, 2014 and ends on December 31, 2016. Includes 6,194 shares for which the performance period commenced on January 1, 2012 and ended on December 31, 2014, which vested and were issued on March 4, 2014. With respect to the 11,500 shares for which the performance

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(6)

Represents the maximum number of shares of Company common stock that may be issued in March following the end of the performance period in connection with PSUs. Includes 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015, and 5,978 shares for which the performance period commenced on January 1, 2014 and ends on December 31, 2016. Includes 7,122 shares for which the performance period commenced on January 1, 2012 and ended on December 31, 2014, which vested and were issued on March 4, 2015. With respect to the 11,500 shares for which the performance period commenced on January 1, 2013 and ends on December 31, 2015 and the 5,978 shares for which the performance period commenced on January 1, 2014 and ends on December 31, 2016, the actual number of shares to be issued, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable three-year performance period. As discussed below under Employment Contracts, Termination of Employment and Change in Control Arrangements beginning on page 39, Mr. Soder forfeited his 2014 PSU award in connection with his retirement as Chief Executive Officer of the Company's priceline.com business.

(1)	This column represents the number of shares underlying stock options exercised.

(2)	This column reflects the difference between the per share market value of the Company's common stock at each exercise and the per share exercise price of the options exercised, multiplied, in each case, by the number of options exercised.

(3)	Mr. Huston acquired 5,625 shares with a per share market price of $1,172.96 in November 2014 upon the vesting of RSUs.

(4)	Mr. Finnegan acquired 6,196 shares with a per share market price of $1,368.32 in March 2014 upon the vesting of PSUs.

(5)	Mr. Fogel acquired 6,196 shares with a per share market price of $1,368.32 in March 2014 upon the vesting of PSUs.

(6)	Mr. Millones acquired 6,196 shares with a per share market price of $1,368.32 in March 2014 upon the vesting of PSUs.

(7)	Mr. Soder acquired 6,196 shares with a per share market price of $1,368.32 in March 2014 upon the vesting of PSUs.

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Upon a termination of service without "Cause," for "Good Reason," or as the result of death or "Disability" that does not occur coincident with or following a "Change in Control," the PSU performance multiplier would be applied to a pro-rata portion (based on the number of full months that had elapsed since January 1, 2014, January 1, 2013 or January 1, 2012, as applicable, as of the date of his termination of service) of Mr. Huston's "target" PSU grant and could range from 0 to 2x, depending on the Company's performance through the most recently completed fiscal quarter.

•

If a "Change in Control" occurs prior to January 1, 2017, January 1, 2016 or January 1, 2015, as applicable, and Mr. Huston's service is terminated without "Cause," for "Good Reason," or as a result of death or "Disability" coincident with or at any time following the effective date of the "Change in Control," the PSU performance multiplier would be applied to a pro-rata portion (based on the number of full months that had elapsed since January 1, 2014, January 1, 2013 or January 1, 2012, as applicable, as of the effective date of the "Change in Control") of Mr. Huston's "target" PSU grant; the performance multiplier could range from 0 to 2x, depending on the Company's performance through the most recently completed fiscal quarter; and Mr. Huston would also receive a pro-rata portion of Mr. Huston's "target" PSU grant (based on the number of full months that had elapsed since the effective date of the "Change in Control" as of the date of his termination).

•

If a "Change in Control" occurs on or after January 1, 2017, January 1, 2016 or January 1, 2015, as applicable, and Mr. Huston's service is terminated without "Cause," for "Good Reason," or as a result of death or "Disability" coincident with or at any time following the effective date of the "Change in Control," the PSU performance multiplier would be applied to Mr. Huston's "target" PSU grant and could range from 0 to 2x, depending on the Company's performance through the 12th fiscal quarter completed since January 1, 2014, January 1, 2013 or January 1, 2012, as applicable.

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(1)	Mr. Huston's compensation is translated into U.S. Dollars using an exchange rate of 1.3753 U.S. Dollars to 1 Euro, which is the same exchange rate used pursuant to his employment agreement to calculate any Euro-denominated payments of his U.S.-denominated annual salary.

(2)	Benefit amounts are based on 2014 annual premiums paid by the Company for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

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(1)	Benefit amounts are based on 2014 annual premiums paid by the Company for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

(1)	Benefit amounts are based on 2014 annual premiums paid by the Company for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

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(1)	Benefit amounts are based on 2014 annual premiums paid by the Company for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

(2)	As described above under Employment Contracts, Termination of Employment and Change in Control Arrangements, as of April 21, 2015 Mr. Millones is no longer eligible for a tax gross-up in connection with a change in control.

(1)	Benefit amounts are based on 2014 annual premiums paid by the Company for (a) medical, dental and vision coverage, (b) term life insurance and (c) long-term disability insurance.

(2)	As described above under Employment Contracts, Termination of Employment and Change in Control Arrangements, as of April 1, 2015 Mr. Soder is no longer eligible for a tax gross-up in connection with a change in control.

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(1)	Excludes an aggregate of 648,753 unvested RSUs and unvested PSUs outstanding at December 31, 2014.

(2)	The weighted-average exercise price does not apply to PSUs or RSUs because there is no exercise price associated with such awards.

(3)	With respect to PSUs, this table assumes that the maximum number of shares underlying the PSUs will be issued at the end of the relevant performance periods. As of December 31, 2014, the actual number of shares to be issued, if any, had not been determined and will be determined based on the relevant performance criteria over the applicable performance periods.

(4)	The assumed KAYAK plans include the KAYAK Software Corporation 2012 Equity Incentive Plan (the "2012 KAYAK Plan") and the KAYAK Software Corporation 2005 Equity Incentive Plan (the "2005 KAYAK Plan"). No further grants may be made under the 2005 KAYAK Plan, although the stock options shown in the table were outstanding as of December 31, 2014.

(5)	The assumed Buuteeq plan is the Buuteeq, Inc. Amended and Restated 2010 Stock Plan.

(6)	The assumed OpenTable plan is the OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan.

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(1)	This column reports the amount of cash compensation earned in 2014 for Board and committee service.

(2)

This column represents the aggregate grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. For additional information, please refer to Notes 2 and 3 of the Company's Consolidated Financial Statements for the year ended December 31, 2014, included in the Company's Annual Report on Form 10-K.  These amounts reflect the Company's accounting expense for these awards, and do not correspond to the actual value, if any, that will be recognized by the non-employee directors.

(3)	As of December 31, 2014, the Company's non-employee directors had the following outstanding equity awards:

•	Tim Armstrong: RSUs for 546 shares (which includes 359 vested shares the receipt of which has been deferred by Mr. Armstrong for tax planning purposes);

•	Howard W. Barker, Jr.: RSUs for 3,834 shares (which includes 3,647 vested shares the receipt of which has been deferred by Mr. Barker for tax planning purposes);

•	Jeffery H. Boyd: RSUs for 269 shares and PSUs for an aggregate "target" amount of 18,468 shares (which were granted to Mr. Boyd in connection with his service as the Company's Chief Executive Officer and which could result in up to two times that number of shares being issued depending on Company performance);

•	Jan L. Docter: RSUs for 187 shares;

•	Jeffrey E. Epstein: RSUs for 3,834 shares (which includes 3,647 vested shares the receipt of which has been deferred by Mr. Epstein for tax planning purposes);

•	James M. Guyette: RSUs for 187 shares;

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•	Nancy B. Peretsman: RSUs for 1,050 shares (which includes 863 vested shares the receipt of which has been deferred by Ms. Peretsman for tax planning purposes);

•	Tom Rothman: RSUs for 576 shares (which includes 359 vested shares the receipt of which has been deferred by Mr. Rothman for tax planning purposes); and

•	Craig W. Rydin: RSUs for 1,050 shares (which includes 863 vested shares the receipt of which has been deferred by Mr. Rydin for tax planning purposes).

(1)	See Security Ownership of Certain Beneficial Owners and Management on page 17 for certain details relating to actual stock ownership.

(2)	Based on the closing share price of $1,164.15 on March 31, 2015.

(3)	Mr. Noski joined the Board on March 1, 2015 and, as a result, will be permitted to reach the ownership guidelines over time.

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•	questionnaires annually distributed to the Company's directors and executive officers;

•	certifications submitted annually by the Company's executive officers and directors related to their compliance with the Company's Code of Conduct; and

•	communications made directly by the related person to the General Counsel.

•	the nature of the related person's interest in the transaction;

•	the material terms of the transaction, including, without limitation, the amount and type of transaction;

•	the importance of the transaction to the related person;

•	the importance of the transaction to the Company;

•	whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and

•	any other matters the committee deems appropriate.

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a)	have beneficially owned 3% or more of the Company’s outstanding common stock continuously for at least three years before submitting the nomination;

b)	give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission rules about (i) the nominee, including consent to being named in the proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the “Disclosure”); and

c)

certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator’s communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Company’s proxy materials; and (c) [sic] to the best of its knowledge, the required shares were acquired in the ordinary course of business and not to change or influence control at the Company.

•	Would “benefit both the markets and corporate boardrooms, with little cost or disruption.”

•	Has the potential to raise overall US market capitalization by up to $140.3 billion if adopted market-wide. (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1)

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•

The right to proxy access should be given to long-term holders of a significant ownership stake. The Board of Directors believes that the right to include a nominee in the Company’s proxy statement should have significant stockholder support. The Board of Directors concluded that a 5% ownership stake, rather than a 3% ownership stake, is a more appropriate ownership stake for proxy access as it requires a stockholder or group of up to 20 stockholders to own a significant, long-term stake in the Company. Combining a 5% ownership threshold with a 20 stockholder limit on a nominating group makes it less likely that a decision to invoke proxy access will be made without due consideration and without the support of at least one sizeable stockholder, while at the same time providing stockholders with significant flexibility and opportunity to form a nominating group.

•

Proxy access should be transparent to the Company and all stockholders. A 5% ownership requirement coincides with the ownership requiring public reporting with the SEC on Schedule 13D or 13G and has long been viewed as a significant ownership stake. As a result, a lower percentage would not lead to the same transparency to the Company or its other stockholders as to the ownership and intentions of the stockholder or stockholder group making the nomination.

•

Proxy access should be used to promote the best long-term interests of stockholders generally, rather than special, narrow or short-term objectives or agendas. A lower ownership requirement than 5% coupled with unlimited stockholder aggregation when forming a group to attain the ownership threshold significantly increases the risk that proxy access will be used for purposes for which it was not intended. For example, a stockholder or group with a smaller stake in the Company could use proxy access as an inexpensive means of promoting a special or short-term interest or agenda that is not in the best interest of the other stockholders or does not further the Company’s long-term strategic goals. The Board of Directors believes that the expense of running a proxy contest is an appropriate deterrent to stockholders using director nominees in an attempt to pursue a narrow interest or objective and that setting the proxy access threshold at 5% is an appropriate means of ensuring that the nominee and the point of view of the nominating stockholder or group have meaningful support among the Company’s stockholders.

•

Proxy access should generally be used only after constructive discussions with the Company and the Board of Directors. The Board of Directors believes that because proxy access is best viewed as a means for significant stockholders to address concerns about significant long-term Company underperformance or an unresponsive board of directors, it should not be the first method by which stockholders approach a company’s board of directors regarding their concerns. Rather, the Board of Directors believes that a company and its stockholders should have open communications that foster understanding and an opportunity for both the Board and the stockholder to be heard by each other. To this end, the Board of Directors has had long-standing procedures in place to enable stockholders to communicate with the Board of Directors, as well as to recommend to the Nominating and Corporate Governance Committee potential board nominees. The Board of Directors’ Corporate Governance Policies require that the Nominating and Corporate Governance Committee give appropriate consideration to potential candidates recommended by stockholders in the same manner as other potential candidates identified by the committee. As discussed above, the Board of Directors has consistently demonstrated that it is responsive to stockholders and the Company has provided outstanding stockholder returns over the last five years. Requiring a 5% ownership stake, rather than a 3% ownership stake, would be more effective in encouraging stockholders to first discuss any concerns with the Company and the Board of Directors before utilizing proxy access.

•

Proxy access without significant stockholder support undermines other important corporate governance objectives, such as majority voting in the election of directors, and therefore proxy access should not be utilized without significant stockholder support. Under the Company’s By-Laws, directors are elected by majority vote unless there is a contested election, in which case directors are elected by a plurality of votes. Majority voting has the benefit of enabling stockholders to express their views directly with respect to each particular director nominee, and in particular to express whether they believe a current director should not be re-elected. Because proxy access is likely to result in a contested election and therefore application of a plurality voting standard, proxy access could lead to undesired and unexpected results, such as an undue focus on comparing resumes between nominees without sufficient consideration of board dynamics, board roles or key skills or experience, or the “wrong” director being replaced (for example, if a stockholder nominee was intended to replace a particular director but a different director received fewer votes than the targeted director). The Board of Directors believes that the 5% ownership threshold is more appropriate than the 3% threshold because a lower ownership threshold could lead to more common use of proxy access and the loss of majority voting, even in cases where there is not significant support for the stockholder nominee.

•	The right to proxy access should be reasonably proportional to the ownership stake of the nominating stockholder or group. By limiting any one stockholder or group to nominees of up to 10% of the number of directors then serving unless that stockholder or group owns at least 10% of the Company’s stock, the Company’s Proxy Access By-Law

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Proxy access is not about a change in control, but rather is a means to address a board that is unresponsive to stockholders. The Board of Directors believes that a cap at 20% of the number of directors then serving (rounded down) is a more appropriate limit than 25%. A 20% limit on the number of directors that can be nominated through proxy access should be sufficient to provide the desired voice on the Board, while at the same time reducing the potential for losing valuable directors and possibly creating deficiencies of skills, experience or independence on the Board, as well as minimizing the potential for significant Board disruption which could lead to undesired management and operational instability.

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(a)	Amortization of acquisition-related intangible assets is recorded in Merchant revenues.

(b)

Adjustments for charges and credits associated with judgments, rulings and settlements for travel transaction tax proceedings (including estimated interest and penalties), principally in the State of Hawaii and the District of Columbia in 2013 and the State of Hawaii in 2012, are recorded in Cost of revenues. In addition, charges related to unfavorable rulings in South Carolina and Texas in travel transaction taxes in 2010 and 2009, respectively, are recorded in General and administrative expense.

(c)	Cash benefit associated with the favorable resolution of litigation related to credit card processing costs is excluded because of the nonrecurring nature of the settlement.

(d)	Stock-based employee compensation is recorded in Personnel expense.

(e)	Adjustment for KAYAK acquisition costs is recorded in General and administrative expense.

(f)	Favorable adjustments related to franchise tax and sales and use tax for headquarters location are recorded in General and administrative expense.

(g)	Depreciation and amortization are excluded from Net income to calculate Adjusted EBITDA.

(h)	Interest income and Interest expense are excluded from Net income to calculate Adjusted EBITDA.

(i)	Loss on early debt extinguishment is recorded in Foreign currency transactions and other.

(j)	Income tax expense is excluded from Net income to calculate Adjusted EBITDA.

(k)	Equity in income of investee is excluded from Net income to calculate Adjusted EBITDA.

(l)	Net income attributable to noncontrolling interests is excluded from Net income to calculate Adjusted EBITDA.

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