Delaware
|
06-1528493
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer
ý
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
Title of Each Class:
|
|
Trading Symbol
|
|
Name of Each Exchange on which Registered:
|
Common Stock, par value $0.008 per share
|
|
BKNG
|
|
The NASDAQ Global Select Market
|
0.800% Senior Notes Due 2022
|
|
BKNG 22A
|
|
New York Stock Exchange
|
2.150% Senior Notes Due 2022
|
|
BKNG 22
|
|
New York Stock Exchange
|
2.375% Senior Notes Due 2024
|
|
BKNG 24
|
|
New York Stock Exchange
|
1.800% Senior Notes Due 2027
|
|
BKNG 27
|
|
New York Stock Exchange
|
Common Stock, par value $0.008 per share
|
|
43,291,345
|
(Class)
|
|
(Number of Shares)
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
2,334
|
|
|
$
|
2,624
|
|
Short-term investments in marketable securities
|
|
1,981
|
|
|
3,660
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $61 at each date
|
|
1,491
|
|
|
1,523
|
|
||
Prepaid expenses and other current assets
|
|
1,271
|
|
|
600
|
|
||
Total current assets
|
|
7,077
|
|
|
8,407
|
|
||
Property and equipment, net
|
|
695
|
|
|
656
|
|
||
Operating lease assets
|
|
635
|
|
|
—
|
|
||
Intangible assets, net
|
|
2,078
|
|
|
2,125
|
|
||
Goodwill
|
|
2,907
|
|
|
2,910
|
|
||
Long-term investments
|
|
8,445
|
|
|
8,408
|
|
||
Other assets
|
|
529
|
|
|
181
|
|
||
Total assets
|
|
$
|
22,366
|
|
|
$
|
22,687
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
934
|
|
|
$
|
1,134
|
|
Accrued expenses and other current liabilities
|
|
1,877
|
|
|
1,399
|
|
||
Deferred merchant bookings
|
|
1,797
|
|
|
1,022
|
|
||
Convertible debt
|
|
968
|
|
|
—
|
|
||
Total current liabilities
|
|
5,576
|
|
|
3,555
|
|
||
Deferred income taxes
|
|
513
|
|
|
370
|
|
||
Operating lease liabilities
|
|
488
|
|
|
—
|
|
||
Long-term U.S. transition tax liability
|
|
1,166
|
|
|
1,166
|
|
||
Other long-term liabilities
|
|
89
|
|
|
162
|
|
||
Long-term debt
|
|
7,619
|
|
|
8,649
|
|
||
Total liabilities
|
|
15,451
|
|
|
13,902
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (See Note 13)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
||
Common stock, $0.008 par value; authorized 1,000,000,000 shares, 63,121,930 and 62,948,762 shares issued, respectively
|
|
—
|
|
|
—
|
|
||
Treasury stock, 18,935,914 and 17,317,126 shares, respectively
|
|
(17,567
|
)
|
|
(14,711
|
)
|
||
Additional paid-in capital
|
|
5,519
|
|
|
5,445
|
|
||
Retained earnings
|
|
19,132
|
|
|
18,367
|
|
||
Accumulated other comprehensive loss
|
|
(169
|
)
|
|
(316
|
)
|
||
Total stockholders' equity
|
|
6,915
|
|
|
8,785
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
22,366
|
|
|
$
|
22,687
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Agency revenues
|
|
$
|
1,949
|
|
|
$
|
2,113
|
|
Merchant revenues
|
|
603
|
|
|
526
|
|
||
Advertising and other revenues
|
|
285
|
|
|
289
|
|
||
Total revenues
|
|
2,837
|
|
|
2,928
|
|
||
Operating expenses:
|
|
|
|
|
|
|
||
Performance marketing
|
|
1,030
|
|
|
1,106
|
|
||
Brand marketing
|
|
163
|
|
|
101
|
|
||
Sales and other expenses
|
|
215
|
|
|
166
|
|
||
Personnel, including stock-based compensation of $74 and $71, respectively
|
|
501
|
|
|
499
|
|
||
General and administrative
|
|
191
|
|
|
163
|
|
||
Information technology
|
|
65
|
|
|
60
|
|
||
Depreciation and amortization
|
|
116
|
|
|
103
|
|
||
Total operating expenses
|
|
2,281
|
|
|
2,198
|
|
||
Operating income
|
|
556
|
|
|
730
|
|
||
Other income (expense):
|
|
|
|
|
|
|
||
Interest income
|
|
35
|
|
|
47
|
|
||
Interest expense
|
|
(66
|
)
|
|
(70
|
)
|
||
Net unrealized gains on marketable equity securities
|
|
451
|
|
|
55
|
|
||
Foreign currency transactions and other
|
|
(8
|
)
|
|
(9
|
)
|
||
Total other income
|
|
412
|
|
|
23
|
|
||
Earnings before income taxes
|
|
968
|
|
|
753
|
|
||
Income tax expense
|
|
203
|
|
|
146
|
|
||
Net income
|
|
$
|
765
|
|
|
$
|
607
|
|
Net income applicable to common stockholders per basic common share
|
|
$
|
17.01
|
|
|
$
|
12.56
|
|
Weighted-average number of basic common shares outstanding (in 000's)
|
|
45,007
|
|
|
48,349
|
|
||
Net income applicable to common stockholders per diluted common share
|
|
$
|
16.85
|
|
|
$
|
12.34
|
|
Weighted-average number of diluted common shares outstanding (in 000's)
|
|
45,436
|
|
|
49,205
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Net income
(1)
|
|
$
|
765
|
|
|
$
|
607
|
|
Other comprehensive income, net of tax
|
|
|
|
|
||||
Foreign currency translation adjustments, net of tax charge of $8 and tax benefit of $16, respectively
(2)
|
|
(12
|
)
|
|
61
|
|
||
Net unrealized gains on debt securities, net of tax charge of $51 and tax benefit of $2, respectively
(1)
|
|
159
|
|
|
—
|
|
||
|
|
|
|
|
||||
Comprehensive income
|
|
$
|
912
|
|
|
$
|
668
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||
|
|
Shares
(in 000's)
|
|
Amount
|
|
Shares
(in 000's)
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
Balance, December 31, 2018
|
|
62,949
|
|
|
$
|
—
|
|
|
(17,317
|
)
|
|
$
|
(14,711
|
)
|
|
$
|
5,445
|
|
|
$
|
18,367
|
|
|
$
|
(316
|
)
|
|
$
|
8,785
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
765
|
|
|
—
|
|
|
765
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||||
Net unrealized gains on debt securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
159
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
|
173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(1,619
|
)
|
|
(2,856
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,856
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
74
|
|
||||||
Balance, March 31, 2019
|
|
63,122
|
|
|
$
|
—
|
|
|
(18,936
|
)
|
|
$
|
(17,567
|
)
|
|
$
|
5,519
|
|
|
$
|
19,132
|
|
|
$
|
(169
|
)
|
|
$
|
6,915
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||
|
|
Shares
(in 000's)
|
|
Amount
|
|
Shares
(in 000's)
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
Balance, December 31, 2017
|
|
62,689
|
|
|
$
|
—
|
|
|
(14,217
|
)
|
|
$
|
(8,699
|
)
|
|
$
|
5,783
|
|
|
$
|
13,939
|
|
|
$
|
238
|
|
|
$
|
11,261
|
|
Cumulative effect of adoption of accounting standards updates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|
(241
|
)
|
|
189
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
607
|
|
|
—
|
|
|
607
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
61
|
|
||||||
Reclassification adjustment for convertible debt in mezzanine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
|
149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(373
|
)
|
|
(732
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(732
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|||||||
Conversion of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(773
|
)
|
|
—
|
|
|
—
|
|
|
(773
|
)
|
||||||
Balance, March 31, 2018
|
|
62,838
|
|
|
$
|
—
|
|
|
(14,590
|
)
|
|
$
|
(9,431
|
)
|
|
$
|
5,033
|
|
|
$
|
14,976
|
|
|
$
|
58
|
|
|
$
|
10,636
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
765
|
|
|
$
|
607
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
116
|
|
|
103
|
|
||
Provision for uncollectible accounts
|
|
40
|
|
|
29
|
|
||
Deferred income tax expense
|
|
89
|
|
|
9
|
|
||
Net unrealized gains on marketable equity securities
|
|
(451
|
)
|
|
(55
|
)
|
||
Stock-based compensation expense and other stock-based payments
|
|
78
|
|
|
71
|
|
||
Operating lease amortization
|
|
42
|
|
|
—
|
|
||
Amortization of debt discount and debt issuance costs
|
|
14
|
|
|
17
|
|
||
Contingent consideration fair value adjustment
|
|
7
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
|||
Accounts receivable
|
|
(24
|
)
|
|
(96
|
)
|
||
Prepaid expenses and other current assets
|
|
(669
|
)
|
|
(709
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
|
561
|
|
|
632
|
|
||
Other long-term assets and liabilities
|
|
(418
|
)
|
|
32
|
|
||
Net cash provided by operating activities
|
|
150
|
|
|
640
|
|
||
|
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|||
Purchase of investments
|
|
(445
|
)
|
|
(714
|
)
|
||
Proceeds from sale and maturity of investments
|
|
2,665
|
|
|
2,481
|
|
||
Additions to property and equipment
|
|
(111
|
)
|
|
(131
|
)
|
||
Net cash provided by investing activities
|
|
2,109
|
|
|
1,636
|
|
||
|
|
|
|
|
||||
FINANCING ACTIVITIES:
|
|
|
|
|
||||
Proceeds from revolving credit facility
|
|
250
|
|
|
—
|
|
||
Repayments of short-term borrowings
|
|
(25
|
)
|
|
—
|
|
||
Payments for conversion of senior notes
|
|
—
|
|
|
(1,487
|
)
|
||
Payments for repurchase of common stock
|
|
(2,773
|
)
|
|
(718
|
)
|
||
Net cash used in financing activities
|
|
(2,548
|
)
|
|
(2,205
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
|
|
(2
|
)
|
|
11
|
|
||
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents
|
|
(291
|
)
|
|
82
|
|
||
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period
|
|
2,645
|
|
|
2,563
|
|
||
Total cash and cash equivalents and restricted cash and cash equivalents, end of period
|
|
$
|
2,354
|
|
|
$
|
2,645
|
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
||||
Cash paid during the period for income taxes
|
|
$
|
816
|
|
|
$
|
784
|
|
Cash paid during the period for interest
|
|
$
|
68
|
|
|
$
|
74
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
As included in the Unaudited Consolidated Balance Sheets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,334
|
|
|
$
|
2,624
|
|
Restricted cash and cash equivalents included in prepaid expenses and other current assets
|
|
20
|
|
|
21
|
|
||
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Consolidated Statements of Cash Flows
|
|
$
|
2,354
|
|
|
$
|
2,645
|
|
Share-Based Awards
|
|
Shares
|
|
Weighted-average Grant Date Fair Value
|
|||||
Unvested at December 31, 2018
|
|
511,562
|
|
|
|
$
|
1,713
|
|
|
Granted
|
|
192,775
|
|
|
|
$
|
1,714
|
|
|
Vested
|
|
(172,432
|
)
|
|
|
$
|
1,443
|
|
|
Performance shares adjustment
|
|
127
|
|
|
|
$
|
1,580
|
|
|
Forfeited/Canceled
|
|
(8,093
|
)
|
|
|
$
|
1,823
|
|
|
Unvested at March 31, 2019
|
|
523,939
|
|
|
|
$
|
1,802
|
|
|
Employee Stock Options
|
|
Number of Shares
|
|
Weighted-average
Exercise Price |
|
Aggregate
Intrinsic Value (in millions)
|
|
Weighted-average Remaining Contractual Term
(in years) |
||||||||
Balance, December 31, 2018
|
|
27,263
|
|
|
|
$
|
387
|
|
|
|
$
|
36
|
|
|
2.8
|
|
Exercised
|
|
(1,164
|
)
|
|
|
$
|
317
|
|
|
|
|
|
|
|||
Balance, March 31, 2019
|
|
26,099
|
|
|
|
$
|
404
|
|
|
|
$
|
35
|
|
|
2.5
|
|
Vested and exercisable at March 31, 2019
|
|
26,099
|
|
|
|
$
|
404
|
|
|
|
$
|
35
|
|
|
2.5
|
|
|
Three Months Ended
March 31, |
||||
|
|
2019
|
|
2018
|
||
Weighted-average number of basic common shares outstanding
|
|
45,007
|
|
|
48,349
|
|
Weighted-average dilutive stock options, restricted stock units and performance share units
|
|
229
|
|
|
282
|
|
Assumed conversion of Convertible Senior Notes
|
|
200
|
|
|
574
|
|
Weighted-average number of diluted common and common equivalent shares outstanding
|
|
45,436
|
|
|
49,205
|
|
Anti-dilutive potential common shares
|
|
1,282
|
|
|
1,432
|
|
|
|
Cost
|
|
Gross
Unrealized Gains
|
|
Gross
Unrealized Losses
|
|
Fair
Value
|
||||||||
Short-term investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
218
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
218
|
|
U.S. government securities
|
|
242
|
|
|
—
|
|
|
(1
|
)
|
|
241
|
|
||||
Corporate debt securities
|
|
1,519
|
|
|
1
|
|
|
(6
|
)
|
|
1,514
|
|
||||
U.S. government agency securities
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Commercial paper
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Time deposits and certificates of deposit
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Total
|
|
$
|
1,987
|
|
|
$
|
1
|
|
|
$
|
(7
|
)
|
|
$
|
1,981
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
879
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
884
|
|
U.S. government securities
|
|
250
|
|
|
—
|
|
|
(4
|
)
|
|
246
|
|
||||
Corporate debt securities
|
|
3,794
|
|
|
12
|
|
|
(23
|
)
|
|
3,783
|
|
||||
Ctrip convertible debt securities
|
|
1,275
|
|
|
69
|
|
|
—
|
|
|
1,344
|
|
||||
Marketable equity securities
|
|
1,105
|
|
|
383
|
|
|
(1
|
)
|
|
1,487
|
|
||||
Total
|
|
$
|
7,303
|
|
|
$
|
469
|
|
|
$
|
(28
|
)
|
|
$
|
7,744
|
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Short-term investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
314
|
|
U.S. government securities
|
|
658
|
|
|
—
|
|
|
(2
|
)
|
|
656
|
|
||||
Corporate debt securities
|
|
2,693
|
|
|
—
|
|
|
(12
|
)
|
|
2,681
|
|
||||
U.S. government agency securities
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Commercial paper
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Time deposits and certificates of deposit
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total
|
|
$
|
3,674
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
3,660
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
797
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
800
|
|
U.S. government securities
|
|
299
|
|
|
—
|
|
|
(6
|
)
|
|
293
|
|
||||
Corporate debt securities
|
|
4,445
|
|
|
4
|
|
|
(48
|
)
|
|
4,401
|
|
||||
Ctrip Convertible debt securities
|
|
1,275
|
|
|
—
|
|
|
(98
|
)
|
|
1,177
|
|
||||
Marketable equity securities
|
|
1,105
|
|
|
3
|
|
|
(72
|
)
|
|
1,036
|
|
||||
Total
|
|
$
|
7,921
|
|
|
$
|
10
|
|
|
$
|
(224
|
)
|
|
$
|
7,707
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and restricted cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
2,061
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,061
|
|
International government securities
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
U.S. government securities
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Commercial paper
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Time deposits and certificates of deposit
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
Short-term investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
—
|
|
|
314
|
|
|
—
|
|
|
314
|
|
||||
U.S. government securities
|
|
—
|
|
|
656
|
|
|
—
|
|
|
656
|
|
||||
Corporate debt securities
|
|
—
|
|
|
2,681
|
|
|
—
|
|
|
2,681
|
|
||||
U.S. government agency securities
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Commercial paper
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Time deposits and certificates of deposit
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Long-term investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
—
|
|
|
800
|
|
|
—
|
|
|
800
|
|
||||
U.S. government securities
|
|
—
|
|
|
293
|
|
|
—
|
|
|
293
|
|
||||
Corporate debt securities
|
|
—
|
|
|
4,401
|
|
|
—
|
|
|
4,401
|
|
||||
Ctrip convertible debt securities
|
|
—
|
|
|
1,177
|
|
|
—
|
|
|
1,177
|
|
||||
Marketable equity securities
|
|
1,036
|
|
|
—
|
|
|
—
|
|
|
1,036
|
|
||||
Other long-term investment
|
|
—
|
|
|
—
|
|
|
200
|
|
|
200
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Currency exchange derivatives
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Total assets at fair value
|
|
$
|
3,123
|
|
|
$
|
10,358
|
|
|
$
|
200
|
|
|
$
|
13,681
|
|
Level
1
:
|
Quoted prices in active markets that are accessible by the Company at the measurement date for
|
Level
2
:
|
Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted
|
Level
3
:
|
Unobservable inputs are used when little or no market data is available.
|
Leases
|
|
Classification in Consolidated Balance Sheet
|
|
March 31, 2019
|
||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
635
|
|
Lease Liabilities:
|
|
|
|
|
||
Current operating lease liabilities
|
|
Accrued expenses and other current liabilities
|
|
$
|
153
|
|
Non-current operating lease liabilities
|
|
Operating lease liabilities
|
|
488
|
|
|
Total operating lease liabilities
|
|
|
|
$
|
641
|
|
Remainder of 2019
|
$
|
123
|
|
2020
|
152
|
|
|
2021
|
119
|
|
|
2022
|
73
|
|
|
2023
|
54
|
|
|
2024
|
36
|
|
|
Thereafter
|
154
|
|
|
Total remaining lease payments
|
$
|
711
|
|
Less: Imputed interest
|
(70
|
)
|
|
Total operating lease liabilities
|
$
|
641
|
|
2019
|
$
|
164
|
|
2020
|
142
|
|
|
2021
|
110
|
|
|
2022
|
66
|
|
|
2023
|
52
|
|
|
Thereafter
|
190
|
|
|
Total minimum lease payments
|
$
|
724
|
|
Leases
|
|
Classification in Unaudited Consolidated Statement of Operations
|
|
Three Months Ended March 31, 2019
|
||
Lease expense
|
|
General and administrative and Information technology
|
|
$
|
45
|
|
Variable lease expense
|
|
General and administrative and Information technology
|
|
13
|
|
|
Less: Sublease income
|
|
General and administrative
|
|
(1
|
)
|
|
Total lease expense, net of sublease income
|
|
|
|
$
|
57
|
|
Leases
|
|
Three Months Ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
47
|
|
Operating lease assets obtained in exchange for operating lease liabilities
|
|
42
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Amortization
Period |
||||||||||||
Supply and distribution agreements
|
$
|
1,095
|
|
|
$
|
(422
|
)
|
|
$
|
673
|
|
|
$
|
1,099
|
|
|
$
|
(408
|
)
|
|
$
|
691
|
|
|
3 - 20 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology
|
173
|
|
|
(125
|
)
|
|
48
|
|
|
173
|
|
|
(121
|
)
|
|
52
|
|
|
1 - 7 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
15 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internet domain names
|
40
|
|
|
(30
|
)
|
|
10
|
|
|
41
|
|
|
(30
|
)
|
|
11
|
|
|
5 - 20 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
1,810
|
|
|
(463
|
)
|
|
1,347
|
|
|
1,810
|
|
|
(439
|
)
|
|
1,371
|
|
|
4 - 20 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-compete agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
|
||||||
Total intangible assets
|
$
|
3,120
|
|
|
$
|
(1,042
|
)
|
|
$
|
2,078
|
|
|
$
|
3,126
|
|
|
$
|
(1,001
|
)
|
|
$
|
2,125
|
|
|
|
March 31, 2019
|
|
Outstanding
Principal
Amount
|
|
Unamortized Debt
Discount and Debt
Issuance Cost
|
|
Carrying
Value
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
0.35% Convertible Senior Notes due June 2020
|
|
$
|
1,000
|
|
|
$
|
(32
|
)
|
|
$
|
968
|
|
Long-term debt:
|
|
|
|
|
|
|
||||||
0.9% Convertible Senior Notes due September 2021
|
|
$
|
1,000
|
|
|
$
|
(56
|
)
|
|
$
|
944
|
|
0.8% (€1 Billion) Senior Notes due March 2022
|
|
1,123
|
|
|
(4
|
)
|
|
1,119
|
|
|||
2.15% (€750 Million) Senior Notes due November 2022
|
|
842
|
|
|
(3
|
)
|
|
839
|
|
|||
2.75% Senior Notes due March 2023
|
|
500
|
|
|
(3
|
)
|
|
497
|
|
|||
2.375% (€1 Billion) Senior Notes due September 2024
|
|
1,123
|
|
|
(10
|
)
|
|
1,113
|
|
|||
3.65% Senior Notes due March 2025
|
|
500
|
|
|
(3
|
)
|
|
497
|
|
|||
3.6% Senior Notes due June 2026
|
|
1,000
|
|
|
(6
|
)
|
|
994
|
|
|||
1.8% (€1 Billion) Senior Notes due March 2027
|
|
1,123
|
|
|
(4
|
)
|
|
1,119
|
|
|||
3.55% Senior Notes due March 2028
|
|
500
|
|
|
(3
|
)
|
|
497
|
|
|||
Total long-term debt
|
|
$
|
7,711
|
|
|
$
|
(92
|
)
|
|
$
|
7,619
|
|
December 31, 2018
|
|
Outstanding
Principal
Amount
|
|
Unamortized Debt
Discount and Debt
Issuance Cost
|
|
Carrying
Value
|
||||||
Long-term debt:
|
|
|
|
|
|
|
||||||
0.35% Convertible Senior Notes due June 2020
|
|
$
|
1,000
|
|
|
$
|
(39
|
)
|
|
$
|
961
|
|
0.9% Convertible Senior Notes due September 2021
|
|
1,000
|
|
|
(61
|
)
|
|
939
|
|
|||
0.8% (€1 Billion) Senior Notes due March 2022
|
|
1,143
|
|
|
(5
|
)
|
|
1,138
|
|
|||
2.15% (€750 Million) Senior Notes due November 2022
|
|
858
|
|
|
(4
|
)
|
|
854
|
|
|||
2.75% Senior Notes due March 2023
|
|
500
|
|
|
(3
|
)
|
|
497
|
|
|||
2.375% (€1 Billion) Senior Notes due September 2024
|
|
1,143
|
|
|
(10
|
)
|
|
1,133
|
|
|||
3.65% Senior Notes due March 2025
|
|
500
|
|
|
(3
|
)
|
|
497
|
|
|||
3.6% Senior Notes due June 2026
|
|
1,000
|
|
|
(6
|
)
|
|
994
|
|
|||
1.8% (€1 Billion) Senior Notes due March 2027
|
|
1,143
|
|
|
(4
|
)
|
|
1,139
|
|
|||
3.55% Senior Notes due March 2028
|
|
500
|
|
|
(3
|
)
|
|
497
|
|
|||
Total long-term debt
|
|
$
|
8,787
|
|
|
$
|
(138
|
)
|
|
$
|
8,649
|
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
Authorized stock repurchase programs
|
|
1,548,083
|
|
|
$
|
2,735
|
|
|
314,076
|
|
|
$
|
612
|
|
General authorization for shares withheld on stock award vesting
|
|
70,705
|
|
|
121
|
|
|
59,043
|
|
|
120
|
|
||
Total
|
|
1,618,788
|
|
|
$
|
2,856
|
|
|
373,119
|
|
|
$
|
732
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Foreign currency translation adjustments, net of tax
(1)
|
|
$
|
(141
|
)
|
|
$
|
(129
|
)
|
Net unrealized losses on debt securities, net of tax
(2)
|
|
(28
|
)
|
|
(187
|
)
|
||
Accumulated other comprehensive loss
|
|
$
|
(169
|
)
|
|
$
|
(316
|
)
|
•
|
providing consumers with the best choices and prices at any time, in any place, on any device;
|
•
|
making it easy for people to find, book and experience their travel desires; and
|
•
|
providing platforms, tools and insights to our business partners to help them be successful.
|
•
|
Booking.com - the world’s leading brand for booking online accommodation reservations, based on room nights booked.
|
•
|
KAYAK - a leading online meta-search service allowing consumers to easily search and compare travel itineraries and prices, including airline ticket, accommodation and rental car reservation information, from hundreds of travel websites at once.
|
•
|
priceline - a leading hotel, rental car, airline ticket and vacation package online reservation service in North America.
|
•
|
agoda - a leading online accommodation reservation service catering primarily to consumers in the Asia-Pacific region.
|
•
|
Rentalcars.com - a leading online worldwide rental car reservation service.
|
•
|
OpenTable - a leading online provider of restaurant reservation and information services to consumers and restaurant reservation management and customer acquisition services to restaurants.
|
•
|
Commissions earned from facilitating reservations of accommodations, rental cars and other travel services on an agency basis;
|
•
|
Travel reservation commissions and transaction net revenues, credit card processing rebates and customer processing fees, in each case in connection with our merchant transactions;
|
•
|
Advertising revenues primarily earned by KAYAK from sending referrals to online travel companies ("OTCs") and travel service providers, as well as from advertising placements on KAYAK's platforms;
|
•
|
Reservation revenues paid by restaurants for diners seated through OpenTable's online reservation services, subscription fees for restaurant reservation management services provided by OpenTable; and
|
•
|
Ancillary revenues including travel insurance-related revenues and global distribution system ("GDS") reservation booking fees, in each case related to certain of our travel services.
|
•
|
Agency.
Agency revenues are derived from travel-related transactions where we do not facilitate payments from travelers for the services provided. Agency revenues consist almost entirely of travel reservation commissions, as well as certain GDS reservation booking fees and certain travel insurance fees. Substantially all of our agency revenue is from Booking.com agency accommodation reservations.
|
•
|
Merchant.
Merchant revenues are derived from travel-related transactions where we facilitate payments from travelers for the services provided, generally at the time of booking. Merchant revenues include (1) travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with our merchant reservation services; (2) credit card processing rebates and customer processing fees; and (3) ancillary fees, including travel insurance-related revenues and certain GDS reservation booking fees. Substantially all merchant revenues are for merchant services derived from transactions where travelers book accommodation reservations or rental car reservations from travel service providers.
|
|
|
Three Months Ended
March 31, (in millions) |
|
|
|||||||
|
|
2019
|
|
2018
|
|
Change
|
|||||
Agency revenues
|
|
$
|
1,949
|
|
|
$
|
2,113
|
|
|
(7.8
|
)%
|
Merchant revenues
|
|
603
|
|
|
526
|
|
|
14.6
|
%
|
||
Advertising and other revenues
|
|
285
|
|
|
289
|
|
|
(1.2
|
)%
|
||
Total revenues
|
|
$
|
2,837
|
|
|
$
|
2,928
|
|
|
(3.1
|
)%
|
|
|
Three Months Ended
March 31, (in millions) |
|
|
|||||||
|
|
2019
|
|
2018
|
|
Change
|
|||||
Performance marketing
|
|
$
|
1,030
|
|
|
$
|
1,106
|
|
|
(6.9
|
)%
|
% of Total revenues
|
|
36.3
|
%
|
|
37.8
|
%
|
|
|
|||
|
|
|
|
|
|
|
|||||
Brand marketing
|
|
$
|
163
|
|
|
$
|
101
|
|
|
60.9
|
%
|
% of Total revenues
|
|
5.8
|
%
|
|
3.5
|
%
|
|
|
|
|
Three Months Ended
March 31, (in millions) |
|
|
|||||||
|
|
2019
|
|
2018
|
|
Change
|
|||||
Sales and other expenses
|
|
$
|
215
|
|
|
$
|
166
|
|
|
29.5
|
%
|
% of Total revenues
|
|
7.6
|
%
|
|
5.7
|
%
|
|
|
|
|
Three Months Ended
March 31, (in millions) |
|
|
|||||||
|
|
2019
|
|
2018
|
|
Change
|
|||||
Personnel
|
|
$
|
501
|
|
|
$
|
499
|
|
|
0.4
|
%
|
% of Total revenues
|
|
17.7
|
%
|
|
17.0
|
%
|
|
|
|
|
Three Months Ended
March 31, (in millions) |
|
|
|||||||
|
|
2019
|
|
2018
|
|
Change
|
|||||
General and administrative
|
|
$
|
191
|
|
|
$
|
163
|
|
|
17.4
|
%
|
% of Total revenues
|
|
6.7
|
%
|
|
5.5
|
%
|
|
|
|
|
|
Three Months Ended
March 31, (in millions) |
|
|
|||||||
|
|
2019
|
|
2018
|
|
Change
|
|||||
Information technology
|
|
$
|
65
|
|
|
$
|
60
|
|
|
7.6
|
%
|
% of Total revenues
|
|
2.3
|
%
|
|
2.1
|
%
|
|
|
|
|
|
Three Months Ended
March 31, (in millions) |
|
|
|||||||
|
|
2019
|
|
2018
|
|
Change
|
|||||
Depreciation and amortization
|
|
$
|
116
|
|
|
$
|
103
|
|
|
12.8
|
%
|
% of Total revenues
|
|
4.1
|
%
|
|
3.5
|
%
|
|
|
|
|
|
Three Months Ended
March 31, (in millions) |
|
|
|||||||
|
|
2019
|
|
2018
|
|
Change
|
|||||
Interest income
|
|
$
|
35
|
|
|
$
|
47
|
|
|
(26.3
|
)%
|
Interest expense
|
|
(66
|
)
|
|
(70
|
)
|
|
(5.9
|
)%
|
||
Net unrealized gains on marketable equity securities
|
|
451
|
|
|
55
|
|
|
727.1
|
%
|
||
Foreign currency transactions and other
|
|
(8
|
)
|
|
(9
|
)
|
|
(7.1
|
)%
|
||
Total
|
|
$
|
412
|
|
|
$
|
23
|
|
|
1682.7
|
%
|
|
|
Three Months Ended
March 31, (in millions) |
|
|
|||||||
|
|
2019
|
|
2018
|
|
Change
|
|||||
Income tax expense
|
|
$
|
203
|
|
|
$
|
146
|
|
|
39.0
|
%
|
% of Earnings before income taxes
|
|
21.0
|
%
|
|
19.4
|
%
|
|
|
•
|
online travel reservation services such as Expedia, Hotels.com, Hotwire, Orbitz, Travelocity, Wotif, Cheaptickets, ebookers, HotelClub, RatesToGo and CarRentals.com, which are owned by Expedia Group; Hotel Reservation Service (HRS) and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope, CarTrawler, Ctrip (in which we hold a minority interest), and Trip.com (which is owned by Ctrip), Tongcheng-eLong (in which Ctrip holds a significant minority interest), ezTravel (in which Ctrip holds a majority interest), Meituan Dianping (in which we hold a small minority interest), MakeMyTrip (in which Ctrip has agreed to acquire a significant minority interest), Traveloka (in which Expedia Group holds a minority interest), Webjet, Rakuten, Jalan (which is owned by Recruit), Despegar/Decolar (in which Expedia Group holds a minority interest), Fliggy (which is owned by Alibaba), HotelTonight (which is owned by Airbnb), CheapOair and eDreams ODIGEO;
|
•
|
online accommodation search and/or reservation services, such as Airbnb, HomeAway (which is owned by Expedia Group), Tujia (in which Ctrip and Expedia Group hold investments) and Xiaozhu, currently focused primarily on alternative accommodations, including individually owned properties such as homes and apartments;
|
•
|
large online companies, including search, social networking and marketplace companies such as Google, Facebook, Alibaba, Tencent, Amazon and Baidu;
|
•
|
traditional travel agencies, travel management companies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services, such as Carlson Wagonlit, American Express, BCD Travel, Egencia (which is owned by Expedia Group), Concur (which is owned by SAP), Thomas Cook, TUI, and Hotelbeds Group, as well as thousands of individual travel agencies around the world;
|
•
|
travel service providers such as accommodation providers, rental car companies and airlines, many of which have their own branded online platforms to which they drive business, including large hotel chains such as Marriott International, Hilton and Intercontinental Hotel Group and emerging hotel chains such as OYO Rooms, as well as joint efforts by travel service providers such as Room Key, an online hotel reservation service owned by several major hotel companies;
|
•
|
online travel search and price comparison services (generally referred to as "meta-search" services), such as Google Flights, Google Hotel Ads, TripAdvisor, trivago (in which Expedia Group holds a majority interest), Qunar (which is controlled by Ctrip) and Skyscanner (in which Ctrip holds a majority interest);
|
•
|
online restaurant reservation services, such as LaFourchette (which is owned by TripAdvisor), SeatMe (which is owned by Yelp), Zomato, Bookatable (which is owned by Michelin), Quandoo (which is owned by Recruit) and Resy (in which Airbnb holds a minority interest);
|
•
|
companies offering new rental car business models or car- or ride-sharing services that affect demand for rental cars, some of which have developed innovative technologies to improve efficiency of point-to-point transportation and extensively utilize mobile platforms, such as Uber, Lyft, Gett, Zipcar (which is owned by Avis), Turo, BlaBlaCar, Didi Chuxing (in which we hold a small minority interest), Grab (in which we hold a small minority interest), Go-Jek and Ola; and
|
•
|
companies offering technology services and software solutions to travel service providers, including large global distribution systems, or GDSs, such as Amadeus, Sabre and Travelport, and hospitality software platforms, such as Oracle and Shiji.
|
•
|
regulatory changes or other government actions;
|
•
|
additional complexity to comply with regulations in multiple jurisdictions, as well as overlapping or inconsistent legal regimes, in particular with respect to tax, labor, consumer protection, digital content, advertising, promotions, privacy and anti-trust laws;
|
•
|
difficulties in transferring funds from or converting currencies in certain countries;
|
•
|
reduced protection for intellectual property rights in some countries; and
|
•
|
changes in social or political conditions or policies relating to a wide range of sustainability topics.
|
•
|
financial or operating results that vary from the expectations of securities analysts and investors or our publicly-disclosed estimates;
|
•
|
quarterly variations in our financial or operating results;
|
•
|
changes in expectations as to our future financial or operating performance, including estimates by securities analysts and investors or our publicly-disclosed estimates of future performance;
|
•
|
worldwide economic conditions in general and in Europe in particular;
|
•
|
fluctuations in currency exchange rates, particularly between the U.S. Dollar and the Euro;
|
•
|
changes in interest rates;
|
•
|
occurrences of a significant security breach;
|
•
|
announcements of technological innovations or new services by us or our competitors;
|
•
|
changes in our capital structure;
|
•
|
changes in market valuations of other internet or online service companies;
|
•
|
announcements by us or our competitors of price reductions, promotions, significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
loss of a major travel service provider participant, such as a hotel chain, rental car company or airline, from our services;
|
•
|
changes in the status of our intellectual property rights;
|
•
|
lack of success in the expansion of our business models geographically;
|
•
|
business interruptions, such as may result from natural disasters or other events;
|
•
|
announcements by third parties of significant claims or initiation of litigation proceedings against us or adverse developments in pending proceedings;
|
•
|
additions or departures of key personnel; and
|
•
|
trading volume fluctuations.
|
•
|
requiring the dedication of a portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures, share repurchases and acquisitions;
|
•
|
increased vulnerability to downturns in our business, to competitive pressures and to adverse changes in general economic and industry conditions;
|
•
|
decreased or lost ability to obtain additional financing on terms acceptable to us for working capital, capital expenditures, acquisitions, share repurchases or other general corporate purposes; and
|
•
|
decreased flexibility when planning for or reacting to changes in our business and industry.
|
•
|
disruption or harm to the businesses involved;
|
•
|
disruption to our other businesses, including as a result of the need for management to spend time and attention on the integration;
|
•
|
difficulty combining different company cultures; systems; reporting structures, titles and job descriptions; and compensation schemes;
|
•
|
problems retaining key personnel, in particular at the acquired or integrated company;
|
•
|
loss of travel service providers, restaurants or partners of the acquired business; and
|
•
|
difficulty implementing and maintaining effective controls, procedures and policies.
|
Period
|
|
Total Number
of Shares (or
Units) Purchased
|
|
Average
Price Paid per
Share (or Unit)
|
|
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum
Number (or
Approximate Dollar Value)
of Shares (or Units)
that May
Yet Be Purchased
Under the
Plans or Programs
|
|
|
||||||
January 1, 2019 –
|
|
429,902
|
|
(1)
|
$
|
1,728.24
|
|
|
429,902
|
|
|
$
|
3,801,785,150
|
|
|
(1)
|
January 31, 2019
|
|
4,135
|
|
(2)
|
$
|
1,722.29
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
February 1, 2019 –
|
|
288,641
|
|
(1)
|
$
|
1,884.62
|
|
|
288,641
|
|
|
$
|
3,257,807,312
|
|
|
(1)
|
February 28, 2019
|
|
6
|
|
(2)
|
$
|
1,734.03
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
March 1, 2019 –
|
|
829,540
|
|
(1)
|
$
|
1,744.90
|
|
|
829,540
|
|
|
$
|
1,810,342,168
|
|
|
(1)
|
March 31, 2019
|
|
66,564
|
|
(2)
|
$
|
1,714.21
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
Total
|
|
1,618,788
|
|
|
$
|
1,764.07
|
|
|
1,548,083
|
|
|
$
|
1,810,342,168
|
|
|
|
(1)
|
Pursuant
to a stock repurchase program announced on February 27, 2018, whereby the Company was authorized to repurchase up to $8.0 billion of its common stock.
|
(2)
|
Pursuant to a general authorization, not publicly announced, whereby the Company is authorized to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation.
|
Exhibit
Number
|
Description
|
|
|
3.1
(a)
|
Restated Certificate of Incorporation.
|
3.2
(a)
|
Amended and Restated By-Laws.
|
Form of Employee Confidentiality and Assignment Agreement.
|
|
10.2
(b)
|
2019 Form of Performance Share Unit Agreement under the Company's 1999 Omnibus Plan.
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of David Goulden, the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of David Goulden, the Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
The following materials from the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2019 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheet, (ii) Unaudited Consolidated Statement of Operations, (iii) Unaudited Consolidated Statement of Comprehensive Income, (iv) Unaudited Consolidated Statement of Changes in Stockholders' Equity, (v) Unaudited Consolidated Statement of Cash Flows, and (vi) Notes to Unaudited Consolidated Financial Statements.
|
(a)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on February 21, 2018 and incorporated herein by reference.
|
(b)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 1, 2019 and incorporated herein by reference.
|
|
|
|
BOOKING HOLDINGS INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
Date:
|
May 9, 2019
|
By:
|
/s/ David I. Goulden
|
|
|
|
Name: David I. Goulden
Title: Executive Vice President and Chief Financial Officer
|
|
|
|
(On behalf of the Registrant and as principal financial officer)
|
Exhibit
Number
|
Description
|
|
|
3.1
(a)
|
Restated Certificate of Incorporation.
|
3.2
(a)
|
Amended and Restated By-Laws.
|
Form of Employee Confidentiality and Assignment Agreement.
|
|
10.2
(b)
|
2019 Form of Performance Share Unit Agreement under the Company's 1999 Omnibus Plan.
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of David Goulden, the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of David Goulden, the Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
The following materials from the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2019 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheet, (ii) Unaudited Consolidated Statement of Operations, (iii) Unaudited Consolidated Statement of Comprehensive Income, (iv) Unaudited Consolidated Statement of Changes in Stockholders' Equity, (v) Unaudited Consolidated Statement of Cash Flows, and (vi) Notes to Unaudited Consolidated Financial Statements.
|
(a)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on February 21, 2018 and incorporated herein by reference.
|
(b)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 1, 2019 and incorporated herein by reference.
|
1.
|
Confidential Information
|
1.1.
|
Except as required in performing my duties to a Company Entity or with the prior written authorization of the Company, during the term of my employment and thereafter, I will not directly or indirectly use, disclose, disseminate or otherwise reveal any Confidential Information unless and only to the extent such Confidential Information becomes generally available to the public through no act or fault of mine. In the event that I am required by a court of law to disclose Confidential Information, I shall first (where practical) provide the Company with notice of any such order so it may seek a protective order against disclosure by a court of competent jurisdiction (and I will use my reasonable best efforts in cooperating with the Company to obtain such protective order). Notwithstanding anything to the contrary in this Agreement or any other agreement with any Company Entity, nothing shall limit my rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, I agree to waive my right to recover monetary damages in connection with any charge, complaint or lawsuit filed by me or anyone else on my behalf (whether involving a governmental entity or not); provided that I am not agreeing to waive, and this Agreement shall not be read as requiring me to waive, any right I may have to receive an award for information provided to any governmental entity.
|
2.
|
Inventions
|
2.1.
|
As used herein, "Inventions" means inventions, discoveries, concepts and ideas, whether or not patentable, copyrightable, trademarkable, protectable as a mask work, or protectable as a trade secret including, but not limited to, any process, method, formula, article, composition, device, product, tool, machine, computer program, apparatus, appliance, design, drawing, practice, manufacture or technique, as well as any improvements thereto and know-how related thereto.
|
2.2.
|
To the extent I am employed by any Company Entity in an executive, managerial, product or technical planning, technical, research, programming or engineering capacity (including development, product, systems, applied science or field engineering), I hereby agree to the following obligations concerning Inventions without payment to me of any royalty or further consideration therefor:
|
2.2.1.
|
With respect to Inventions made or conceived by me (either solely or jointly with another or others), whether or not during my hours of employment or whether or not I actually used facilities, materials or personnel of the Company Entities, for the duration of my employment by any Company Entity and for one (1) year thereafter, so long as such invention (a) is based on or related to Confidential Information, or (b) relates to any past, present or anticipated business of a Company Entity, or (c) results from any actual work performed by me for a Company Entity :
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2.2.1.1.
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I shall promptly and fully inform the Company of each such Invention in writing, setting forth in detail the procedures employed and the results achieved;
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2.2.1.2.
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I acknowledge that all copyrightable materials arising from Inventions created by me shall be considered works made for hire under the copyright laws of the United States and that these works shall, upon their creation, be owned exclusively by one or more of the Company Entities. To the extent that any of these works may not be considered works made for hire for one or more of the Company Entities under applicable law, I hereby assign to the Company Entity by which I am employed or its designee the ownership of all copyright rights in such works.
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2.2.2.
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With respect to such Inventions made or conceived by me, at any time during and in perpetuity after my employment with any Company Entity:
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2.2.2.1.
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I shall apply, at such Company Entity’s request or at the request of such other entity as the Company shall direct and expense, for United States and foreign patents or copyrights or other form of protection either in my name or otherwise as the Company shall desire. To the extent that I am unable or unavailable or shall unreasonably refuse to sign any lawful or necessary document required in order for the applicable Company Entity (or its designee) to apply for and obtain a patent or patents with respect to any work performed by me, I hereby irrevocably designate and appoint the applicable Company Entity (or its designee) and its duly authorized officers and agents as my agent and attorney-in- fact to act for and on my behalf to execute and file any such applications, and to do all other lawfully permitted acts to further the prosecution and issuance of patents with the same legal force and effect as if executed by me; and
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2.2.2.2.
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I shall acknowledge and deliver promptly to the applicable Company Entity (or its designee), without charge beyond my then-current hourly rate as reasonably calculated for time spent, but at the applicable Company Entity’s (or its designee's) expense, such written instruments, and do such other acts, such as giving testimony in support of my inventorship, authorship or contribution, as may be reasonably necessary in the opinion of the applicable
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2.3.
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The Company Entities shall have the royalty-free right to use, make and sell products, processes, and/or services derived from any Inventions which are conceived or made by me during the hours which I am employed by any Company Entity or with the use or assistance of the facilities, materials or personnel of one or more of the Company Entities
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2.4.
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I will not, to the best of my knowledge, use, rely on, or incorporate any preexisting confidential information and/or Inventions, already owned by me or others, in any Invention, without first informing the Company Entity by which I am employed in writing and receiving such Company Entity’s advance written permission to do so.
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3.
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Excluded from my obligations under Section 2 above are the following Inventions:
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4.
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The following identifies all Inventions prior to my employment with any Company Entity in which I have any title or interest:
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5.
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Upon termination of my employment with any Company Entity, for any reason, or at any time as such Company Entity may request, I shall leave with such Company Entity and/or return to such Company Entity all tangible property which I may possess or have under my direction or control belonging to the Company Entities including, without limitation, all documents, records, notebooks, data, reports, notes, compilations, computer files, data and programs, equipment, parts and tools and similar repositories or materials and any and all copies thereof.
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6.
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I acknowledge that I am hereby notified that the immunity provisions of Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (i) in confidence to federal, state or local governmental officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (ii)
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7.
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I understand and agree that the terms of this Agreement are reasonable and necessary to protect the Company Entities’ respective business interests. I further agree that the Company Entities would suffer irreparable losses if I violate the terms of this Agreement and that money damages may not be an adequate remedy. Thus, in addition to any other rights or remedies, all of which shall be deemed cumulative, the Company Entities and each of them shall be entitled to obtain injunctive relief to enforce the terms of this Agreement. It is hereby acknowledged that the provisions of this Agreement are for the benefit of the Company Entities and each such Company Entity may enforce the provisions of this Agreement and only the applicable Company Entity can waive the rights hereunder with respect to its Confidential Information and employees.
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8.
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All my obligations under this Agreement shall be binding upon my heirs, assigns, and legal representatives.
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9.
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The Company shall have the right to assign this Agreement to another Company Entity or to a successor to all or substantially all of the business or assets of the Company or of any division or part of the Company or any Company Entity
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10.
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This Agreement is in addition to and does not supersede or replace any existing agreement, written or otherwise, entered into between or among me and any Company Entity relating to the subject matter hereof, provided that in the event of any conflict between this Agreement and any other such agreement, this Agreement shall control. No amendment, waiver or modification of this Agreement shall be valid unless in writing and signed by both me and a duly authorized representative of the Company
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11.
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This Agreement shall be construed and enforced under the internal laws of the State of New York.
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12.
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In the event that any provision of this Agreement shall be held invalid or unenforceable by reason of the scope or duration thereof or for any other reason, such invalidity or unenforceability shall attach only to the particular aspect of such provision found invalid or unenforceable and shall not affect any other any other provision of this Agreement. To the fullest extent permitted by law, this Agreement shall be construed as if the scope or duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable.
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13.
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I acknowledge receipt of a copy of this Agreement.
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Dated:
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May 9, 2019
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/s/ Glenn D. Fogel
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Name:
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Glenn D. Fogel
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Title:
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President and Chief Executive Officer
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Dated:
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May 9, 2019
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/s/ David I. Goulden
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Name:
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David I. Goulden
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Title:
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Executive Vice President and Chief Financial Officer
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Dated:
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May 9, 2019
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/s/ Glenn D. Fogel
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Name:
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Glenn D. Fogel
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Title:
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President and Chief Executive Officer
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Dated:
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May 9, 2019
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/s/ David I. Goulden
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Name:
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David I. Goulden
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Title:
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Executive Vice President and Chief Financial Officer
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