|
Delaware
|
06-1528493
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Title of Each Class:
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Trading Symbol
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|
Name of Each Exchange on which Registered:
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Common Stock par value $0.008 per share
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BKNG
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The NASDAQ Global Select Market
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0.800% Senior Notes Due 2022
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BKNG 22A
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The NASDAQ Stock Market LLC
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2.150% Senior Notes Due 2022
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BKNG 22
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|
The NASDAQ Stock Market LLC
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2.375% Senior Notes Due 2024
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|
BKNG 24
|
|
The NASDAQ Stock Market LLC
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1.800% Senior Notes Due 2027
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|
BKNG 27
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|
The NASDAQ Stock Market LLC
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
|
☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page No.
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•
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Agency revenues are derived from travel-related transactions where we do not facilitate payments from travelers for the services provided. We invoice the travel service providers for our commissions after travel is completed. Agency revenues consist almost entirely of travel reservation commissions.
|
•
|
Merchant revenues are derived from travel-related transactions where we facilitate payments from travelers for the service provided, generally at the time of booking. Merchant revenues include 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; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues and certain global distribution system ("GDS") reservation booking fees. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations.
|
•
|
Advertising and other revenues are derived primarily from (a) revenues earned by KAYAK for sending referrals to online travel companies ("OTCs") and travel service providers and for advertising placements on its platforms and (b) revenues earned by OpenTable for its restaurant reservation services and subscription fees for restaurant management services.
|
•
|
provide consumers with the best choices and prices at any time, in any place, on any device;
|
•
|
make it easy for people to find, book, pay for and experience their travel desires; and
|
•
|
provide platforms, tools and insights to our business partners to help them be successful.
|
•
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Providing the best consumer experience. We believe that offering consumers an outstanding online experience is essential for our future success. To accomplish this, we focus on providing consumers with: (a) intuitive, easy-to-use online travel and restaurant reservation and search services; (b) a continually increasing number, location and variety of accommodations, other travel offerings, restaurants and payment options through our services; (c) informative and useful content, such as pictures, accommodation and restaurant details and reviews; and (d) excellent customer service. Our goal is to make travel easy, frictionless and personal and to offer consumers the most trusted brands, the most personalized experience and the most extensive, varied and comprehensive travel service selection in every geography at the best prices. Further, we endeavor to provide excellent customer service in a variety of ways, including through our call centers and online platforms and the use of chatbots and other technologies, so that consumers can be confident that booking reservations through us will be a positive experience.
|
•
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Partnering with travel service providers, restaurants and OTCs. We aim to establish mutually beneficial relationships with travel service providers and restaurants around the world. We believe that travel service providers and restaurants benefit from participating in our services by increasing their distribution channels, demand and inventory utilization in an efficient and cost-effective manner. Travel service providers and restaurants benefit from our well-known brands and online marketing efforts, expertise in offering an excellent consumer experience through our online platforms and ability to offer their inventory in markets and to consumers that the travel service provider or restaurant may otherwise be unable or unlikely to reach.
|
•
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Operating multiple brands. We employ a strategy of operating multiple brands, which we believe allows us the opportunity to offer our services in ways that appeal to different consumers, pursue different marketing and business strategies, encourage experimentation and innovation, provide different service offerings and focus on different markets. At the same time, we are increasing the collaboration, cooperation and interdependency among our brands in our efforts to provide consumers with the best and most comprehensive services. We intend to invest resources to support organic growth by all our brands, whether through increased marketing, geographic expansion, technological innovation or increased access to accommodations, rental cars, restaurants, airline tickets or other services.
|
•
|
Investing in profitable and sustainable growth. We seek to offer online services that meet the needs and the expectations of consumers, travel service providers and restaurants and that we believe will result in long-term profitability and growth. We intend to accomplish this through continuous investment and innovation, growing our businesses in new and current markets, expanding our services and ensuring that we provide an appealing, intuitive and easy-to-use consumer experience. We have made significant investments in people, technology, marketing and expanded, new or additional services, such as increasing our extensive collection of accommodations including homes, apartments and other unique places to stay, expanded flight and ground transportation offerings and other offerings. We seek to maximize the benefits of our scale by sharing resources and technological innovations among our brands, co-developing new services and coordinating activities in key markets among our brands. We also regularly evaluate, and may pursue and consummate, potential strategic acquisitions, partnerships, joint ventures or investments, whether to expand our businesses into complementary areas, expand our current businesses, acquire innovative technology or for other reasons.
|
•
|
online travel reservation services;
|
•
|
large online companies, including search, social networking and marketplace companies;
|
•
|
traditional travel agencies, travel management companies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services;
|
•
|
travel service providers such as accommodation providers, rental car or car- or ride-sharing companies and airlines, many of which have their own branded online platforms to which they drive business;
|
•
|
online travel search and price comparison services (generally referred to as "meta-search" services);
|
•
|
online restaurant reservation services; and
|
•
|
companies offering technology services and software solutions to travel service providers.
|
•
|
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, Traveloka (in which Expedia Group holds a minority interest) and Despegar/Decolar (in which Expedia Group holds a minority interest); Trip.com Group (in which we hold a small minority interest), Trip.com (which is owned by Trip.com Group), Tongcheng-eLong (in which Trip.com Group holds a significant minority interest), ezTravel (in which Trip.com Group holds a majority interest) and MakeMyTrip (in which Trip.com Group holds a significant minority interest); Hotel Reservation Service (HRS) and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope,
|
•
|
online accommodation search and/or reservation services that are currently focused primarily on alternative accommodations, including individually owned properties such as homes and apartments, such as Airbnb, Vrbo (which is owned by Expedia Group), Tujia (in which Trip.com Group and Expedia Group hold investments) and Xiaozhu;
|
•
|
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 and Expedia Partner Solutions (which are owned by Expedia Group), Concur (which is owned by SAP), TUI, Webjet 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, Google's vacation rental meta-search product, TripAdvisor, trivago (in which Expedia Group holds a majority interest), Qunar (which is controlled by Trip.com Group) and Skyscanner (which is owned by Trip.com Group);
|
•
|
online restaurant reservation services, such as LaFourchette and Bookatable (which are owned by TripAdvisor), SeatMe (which is owned by Yelp), Zomato, Quandoo (which is owned by Recruit) and Resy (which is owned by American Express);
|
•
|
companies offering new rental car business models or car- or ride-sharing services that affect demand for rental cars, some of which 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 ("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 foreign currency exchange rates, particularly between the U.S. Dollar and the Euro;
|
•
|
changes in interest rates;
|
•
|
occurrence 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, health concerns such as the coronavirus 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.
|
Measurement Point
December 31
|
|
Booking Holdings Inc.
|
|
NASDAQ
Composite Index
|
|
S&P 500
Index
|
|
RDG Internet
Composite
|
||||
|
|
|
|
|
|
|
|
|
||||
2014
|
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
|
100.00
|
|
2015
|
|
111.82
|
|
|
106.96
|
|
|
101.38
|
|
|
128.89
|
|
2016
|
|
128.58
|
|
|
116.45
|
|
|
113.51
|
|
|
135.45
|
|
2017
|
|
152.41
|
|
|
150.96
|
|
|
138.29
|
|
|
203.48
|
|
2018
|
|
151.06
|
|
|
146.67
|
|
|
132.23
|
|
|
197.34
|
|
2019
|
|
180.12
|
|
|
200.49
|
|
|
173.86
|
|
|
262.03
|
|
|
||||||||||||||||
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
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
October 1, 2019 —
|
|
229,668
|
|
(1)
|
$
|
2,002.76
|
|
|
229,668
|
|
|
$
|
12,418,461,506
|
|
|
(1)
|
October 31, 2019
|
|
210
|
|
(2)
|
$
|
1,944.25
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||
November 1, 2019 —
|
|
230,653
|
|
(1)
|
$
|
1,898.41
|
|
|
230,653
|
|
|
$
|
11,980,588,388
|
|
|
(1)
|
November 30, 2019
|
|
2,160
|
|
(2)
|
$
|
1,897.45
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
December 1, 2019 —
|
|
222,023
|
|
(1)
|
$
|
1,972.69
|
|
|
222,023
|
|
|
$
|
11,542,606,620
|
|
|
(1)
|
December 31, 2019
|
|
241
|
|
(2)
|
$
|
2,022.91
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
Total
|
|
684,955
|
|
|
$
|
1,957.53
|
|
|
682,344
|
|
|
$
|
11,542,606,620
|
|
|
|
(1)
|
Pursuant to a stock repurchase program announced on May 9, 2019, whereby we are authorized to repurchase up to $15.0 billion of our common stock.
|
(2)
|
Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation. The table above does not include adjustments in the three months ended December 31, 2019 to previously withheld share amounts (reduction of 13 shares) that reflect changes to the estimates of employee tax withholding obligations.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019(1)
|
|
2018(1)
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
15,066
|
|
|
$
|
14,527
|
|
|
$
|
12,681
|
|
|
$
|
10,743
|
|
|
$
|
9,224
|
|
Cost of revenues
|
N/A
|
|
|
N/A
|
|
|
242
|
|
|
415
|
|
|
646
|
|
|||||
Gross profit
|
N/A
|
|
|
N/A
|
|
|
12,439
|
|
|
10,328
|
|
|
8,578
|
|
|||||
Total operating expenses (2)
|
9,721
|
|
|
9,186
|
|
|
7,901
|
|
|
7,422
|
|
|
5,319
|
|
|||||
Operating income (2)
|
5,345
|
|
|
5,341
|
|
|
4,538
|
|
|
2,906
|
|
|
3,259
|
|
|||||
Total other income (expense) (3)
|
613
|
|
|
(506
|
)
|
|
(139
|
)
|
|
(193
|
)
|
|
(131
|
)
|
|||||
Income tax expense (4)
|
1,093
|
|
|
837
|
|
|
2,058
|
|
|
578
|
|
|
577
|
|
|||||
Net income (2) (3) (4)
|
4,865
|
|
|
3,998
|
|
|
2,341
|
|
|
2,135
|
|
|
2,551
|
|
|||||
Net income applicable to common stockholders per basic common share (2) (3) (4)
|
112.93
|
|
|
84.26
|
|
|
47.78
|
|
|
43.14
|
|
|
50.09
|
|
|||||
Net income applicable to common stockholders per diluted common share (2) (3) (4)
|
111.82
|
|
|
83.26
|
|
|
46.86
|
|
|
42.65
|
|
|
49.45
|
|
|||||
Total assets (5)
|
21,402
|
|
|
22,687
|
|
|
25,451
|
|
|
19,839
|
|
|
17,421
|
|
|||||
Long-term obligations (5) (6)
|
11,091
|
|
|
10,347
|
|
|
11,403
|
|
|
8,128
|
|
|
7,186
|
|
|||||
Total liabilities (5)
|
15,469
|
|
|
13,902
|
|
|
14,187
|
|
|
9,990
|
|
|
8,626
|
|
|||||
Total stockholders' equity
|
5,933
|
|
|
8,785
|
|
|
11,261
|
|
|
9,820
|
|
|
8,795
|
|
(1)
|
The financial statements for the years ended December 31, 2019 and 2018 are presented in accordance with the current revenue recognition accounting standard adopted on January 1, 2018. Financial statements for all periods prior to January 1, 2018 are presented under the previous revenue recognition accounting standard. Under the current revenue recognition standard, we no longer present "Cost of revenues" or "Gross profit" in our Consolidated Statements of Operations. Therefore total revenues reported in 2019 and 2018 are comparable to gross profit reported in previous years. See Note 2 to our Consolidated Financial Statements for further information.
|
(2)
|
Includes a non-cash charge related to an impairment of OpenTable goodwill of $941 million, which is not tax deductible, for the year ended December 31, 2016. The goodwill impairment charge reduced the 2016 basic and diluted net income per share by $19.01 and $18.79, respectively.
|
(3)
|
Includes net unrealized gains on marketable equity securities of $745 million for the year ended December 31, 2019 and net unrealized losses on marketable equity securities of $367 million for the year ended December 31, 2018. The unrealized gains (losses) on marketable equity securities, net of tax, increased the 2019 basic and diluted net income per share by $13.52 and $13.39, respectively, and reduced the 2018 basic and diluted net income per share by $6.50 and $6.42, respectively. Pursuant to the adoption of the accounting update on financial instruments in 2018, for periods beginning after December 31, 2017, changes in fair value of marketable equity securities are recognized in net income rather than "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. See Note 2 to our Consolidated Financial Statements for further information.
|
(4)
|
Includes income tax benefits of $17 million and $46 million for the years ended December 31, 2019 and 2018, respectively, to adjust the 2017 provisional tax expense related to a one-time transitional tax on mandatory deemed repatriation of accumulated unremitted international earnings as a result of the U.S. Tax Cuts and Jobs Act (“Tax Act”) enacted in December 2017 (see Note 15 to the Consolidated Financial Statements). The income tax provision for the
|
(5)
|
Includes, as applicable, operating lease assets of $620 million, current operating lease liabilities of $161 million and non-current operating lease liabilities of $462 million that are reported in the Consolidated Balance Sheet at December 31, 2019. Operating lease assets and liabilities are recognized in the balance sheet as a result of the adoption of the current lease standard on January 1, 2019. See Notes 2 and 10 to our Consolidated Financial Statements for further information.
|
(6)
|
Includes convertible debt which is classified as a current liability, when applicable.
|
•
|
Valuation of Goodwill and Other Long-Lived Assets. The application of the acquisition accounting for business combinations requires the use of significant estimates and assumptions to determine the fair value of the assets acquired and liabilities assumed. Our estimates of the fair value are based upon assumptions that we believe are reasonable. When we deem appropriate, we utilize assistance from a third-party valuation firm. The consideration transferred is allocated to the assets acquired and liabilities assumed based on their respective fair values at the acquisition date. The excess of the consideration transferred over the net of the amounts allocated to the identifiable assets acquired and liabilities assumed is recognized as goodwill. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date.
|
•
|
Income Taxes. We determine our tax expense based on our income and statutory tax rates applicable in the various jurisdictions in which we operate. Due to the complex nature of tax legislation and frequent changes with such associated legislation, significant judgment is required in computing our tax expense and determining our tax positions. In December 2017, the U.S. government enacted the U.S. Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act made significant changes to U.S. federal tax law, including a reduction in the U.S. federal statutory tax rate from 35% to 21%, effective January 1, 2018. The Tax Act imposed a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years.
|
•
|
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. 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-related insurance revenues and certain global distribution system ("GDS") reservation booking fees. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations.
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in millions)
|
|
|
|||||||
|
2019
|
|
2018
|
|
Increase (decrease)
|
|||||
Agency revenues
|
$
|
10,117
|
|
|
$
|
10,480
|
|
|
(3.5
|
)%
|
Merchant revenues
|
3,830
|
|
|
2,987
|
|
|
28.2
|
%
|
||
Advertising and other revenues
|
1,119
|
|
|
1,060
|
|
|
5.6
|
%
|
||
Total revenues
|
$
|
15,066
|
|
|
$
|
14,527
|
|
|
3.7
|
%
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in millions)
|
|
|
|||||||
|
2019
|
|
2018
|
|
Increase (decrease)
|
|||||
Performance marketing
|
$
|
4,419
|
|
|
$
|
4,447
|
|
|
(0.6
|
)%
|
% of Total revenues
|
29.3
|
%
|
|
30.6
|
%
|
|
|
|
||
Brand marketing
|
$
|
548
|
|
|
$
|
509
|
|
|
7.5
|
%
|
% of Total revenues
|
3.6
|
%
|
|
3.5
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in millions)
|
|
|
|||||||
|
2019
|
|
2018
|
|
Increase
|
|||||
Sales and other expenses
|
$
|
955
|
|
|
$
|
830
|
|
|
15.1
|
%
|
% of Total revenues
|
6.3
|
%
|
|
5.7
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in millions)
|
|
|
|||||||
|
2019
|
|
2018
|
|
Increase
|
|||||
Personnel
|
$
|
2,248
|
|
|
$
|
2,042
|
|
|
10.0
|
%
|
% of Total revenues
|
14.9
|
%
|
|
14.1
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in millions)
|
|
|
|||||||
|
2019
|
|
2018
|
|
Increase
|
|||||
General and administrative
|
$
|
797
|
|
|
$
|
699
|
|
|
14.2
|
%
|
% of Total revenues
|
5.3
|
%
|
|
4.8
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in millions)
|
|
|
|||||||
|
2019
|
|
2018
|
|
Increase
|
|||||
Information technology
|
$
|
285
|
|
|
$
|
233
|
|
|
22.3
|
%
|
% of Total revenues
|
1.9
|
%
|
|
1.6
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in millions)
|
|
|
|||||||
|
2019
|
|
2018
|
|
Increase
|
|||||
Depreciation and amortization
|
$
|
469
|
|
|
$
|
426
|
|
|
10.0
|
%
|
% of Total revenues
|
3.1
|
%
|
|
2.9
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in millions)
|
|
|
|||||||
|
2019
|
|
2018
|
|
Increase (decrease)
|
|||||
Interest income
|
$
|
152
|
|
|
$
|
187
|
|
|
(18.5
|
)%
|
Interest expense
|
(266
|
)
|
|
(269
|
)
|
|
(1.2
|
)%
|
||
Net unrealized gains (losses) on marketable equity securities
|
745
|
|
|
(367
|
)
|
|
302.7
|
%
|
||
Foreign currency transactions and other
|
(18
|
)
|
|
(57
|
)
|
|
(68.2
|
)%
|
||
Total
|
$
|
613
|
|
|
$
|
(506
|
)
|
|
221.2
|
%
|
|
Year Ended December 31,
|
|
|
|||||||
|
(in millions)
|
|
|
|||||||
|
2019
|
|
2018
|
|
Increase
|
|||||
Income tax expense
|
$
|
1,093
|
|
|
$
|
837
|
|
|
30.6
|
%
|
% of Earnings before income taxes
|
18.3
|
%
|
|
17.3
|
%
|
|
|
|
|
By Period (in millions)
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 Year
|
|
1 to 3
Years
|
|
3 to 5 Years
|
|
More than 5 Years
|
||||||||||
Operating lease obligations(1)
|
|
$
|
690
|
|
|
$
|
172
|
|
|
$
|
251
|
|
|
$
|
104
|
|
|
$
|
163
|
|
Building construction obligation(2)
|
|
123
|
|
|
55
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations (3)
|
|
79
|
|
|
65
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|||||
Senior notes(4)
|
|
9,639
|
|
|
1,170
|
|
|
3,293
|
|
|
1,867
|
|
|
3,309
|
|
|||||
U.S. transition tax liability
|
|
1,074
|
|
|
53
|
|
|
198
|
|
|
308
|
|
|
515
|
|
|||||
Letters of credit and bank guarantees(5)
|
|
160
|
|
|
118
|
|
|
23
|
|
|
1
|
|
|
18
|
|
|||||
Revolving credit facility(6)
|
|
9
|
|
|
2
|
|
|
4
|
|
|
3
|
|
|
—
|
|
|||||
Total(7)
|
|
$
|
11,774
|
|
|
$
|
1,635
|
|
|
$
|
3,851
|
|
|
$
|
2,283
|
|
|
$
|
4,005
|
|
(1)
|
Includes the land lease for Booking.com's future headquarters. See Notes 10 and 16 to our Consolidated Financial Statements for further details.
|
(2)
|
See Note 16 to our Consolidated Financial Statements for further details.
|
(3)
|
Represents significant noncancellable contractual obligations individually greater than $10 million. The obligations are primarily related to sponsorship and cloud hosting arrangements.
|
(4)
|
Represents the aggregate principal amount of our senior notes outstanding at December 31, 2019 and cumulative interest to maturity of $928 million. Convertible debt does not reflect the market value in excess of the outstanding principal amount because we can settle the conversion premium amount in cash or shares of common stock at our option. See Note 12 to our Consolidated Financial Statements.
|
(5)
|
Standby letters of credit and bank guarantees issued on behalf of the Company at December 31, 2019 are primarily related to payment guarantees to third-party payment processors (see Notes 12 and 16).
|
(6)
|
Represents commitment fees on undrawn balances available under the revolving credit facility and fees on outstanding letters of credit at December 31, 2019.
|
(7)
|
We reported "Other long-term liabilities" of $104 million in the Consolidated Balance Sheet at December 31, 2019, the majority of which relates to unrecognized tax benefits of $51 million (see Note 15 to our Consolidated Financial Statements). We have excluded these long-term liabilities from the contractual obligations table above as a variety of factors could affect the timing of payments for the liabilities; therefore, we cannot reasonably estimate the timing of such payments. We believe that these matters will likely not be resolved in the next twelve months and, accordingly, we have classified the estimated liability as non-current in the Consolidated Balance Sheet.
|
•
|
should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
Exhibit Number
|
Description
|
3.1(a)
|
Restated Certificate of Incorporation of the Registrant.
|
3.2(b)
|
Amended and Restated By-Laws of the Registrant.
|
4.1
|
Reference is hereby made to Exhibits 3.1 and 3.2.
|
4.2(c)
|
Specimen Certificate for Registrant's Common Stock.
|
4.3(d)
|
Indenture, dated as of June 4, 2013, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee.
|
4.4(e)
|
Indenture, dated as of August 20, 2014, between the Registrant and American Stock Transfer & Trust Company, LLC as Trustee.
|
4.5(f)
|
Indenture, dated as of September 23, 2014, between the Registrant and Deutsche Bank Trust Company Americas, as Trustee.
|
4.6(g)
|
Indenture, dated as of August 8, 2017, between the Company and U.S. Bank National Association, as trustee.
|
4.7(h)
|
Form of 2.375% Senior Note due 2024.
|
4.8(i)
|
Officers' Certificate, dated September 23, 2014, for the 2.375% Senior Notes due 2024.
|
4.9(j)
|
Form of 1.800% Senior Note due 2027.
|
4.10(k)
|
Officers' Certificate, dated March 3, 2015, for the 1.800% Senior Notes due 2027.
|
4.11(l)
|
Form of 3.650% Senior Note due 2025.
|
4.12(m)
|
Officers' Certificate, dated March 13, 2015, for the 3.650% Senior Notes due 2025.
|
4.13(f)
|
Form of 2.15% Senior Note due 2022.
|
4.14(f)
|
Officers' Certificate, dated November 25, 2015, for the 2.15% Senior Notes due 2022.
|
4.15(n)
|
Form of 3.600% Senior Note due 2026.
|
4.16(n)
|
Officers' Certificate, dated May 23, 2016, for the 3.600% Senior Notes due 2026.
|
4.17(o)
|
Form of 0.800% Senior Note due 2022.
|
4.18(o)
|
Officers' Certificate, dated March 10, 2017, for the 0.800% Senior Notes due 2022.
|
4.19(p)
|
Form of 2.750% Senior Note due 2023.
|
4.20(p)
|
Officers' Certificate, dated August 15, 2017, with respect to the 2.750% Senior Notes due 2023.
|
4.21(p)
|
Form of 3.550% Senior Note due 2028.
|
4.22(p)
|
Officers' Certificate, dated August 15, 2017, with respect to the 3.550% Senior Notes due 2028.
|
Description of the Company's Common Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
|
|
Description of the Company's 0.800% Senior Notes due 2022 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
|
|
Description of the Company's 2.150% Senior Notes due 2022 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
|
|
Description of the Company's 2.375% Senior Notes due 2024 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
|
|
Description of the Company's 1.800% Senior Notes due 2027 Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
|
|
10.1(q)+
|
Booking Holdings Inc. 1999 Omnibus Plan (As Amended and Restated Effective June 7, 2018).
|
Exhibit Number
|
Description
|
10.2(r)+
|
Form of Restricted Stock Unit Award Agreement for Employees in the Netherlands under the 1999 Omnibus Plan.
|
10.3(s)+
|
Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan to non-employee directors.
|
10.4(t)+
|
Form of Restricted Stock Unit Agreement for awards under the 1999 Omnibus Plan.
|
10.5(u)+
|
2017 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
|
10.6(t)+
|
2018 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
|
10.7(v)+
|
2019 Form of Performance Share Unit Agreement under the 1999 Omnibus Plan.
|
10.8(u)+
|
Amended and Restated KAYAK Software Corporation 2012 Equity Incentive Plan.
|
10.9(u)+
|
OpenTable, Inc. Amended and Restated 2009 Equity Incentive Award Plan.
|
10.10(w)+
|
Buuteeq, Inc. Amended and Restated 2010 Stock Plan.
|
10.11(x)+
|
Amended and Restated Rocket Travel, Inc. 2012 Stock Incentive Plan.
|
10.12(x)+
|
Amended and Restated Annual Bonus Plan.
|
10.13(y)+
|
Form of Non-Competition and Non-Solicitation Agreement.
|
10.17(z)+
|
Second Amended and Restated Employment Agreement, dated April 21, 2015 by and between the Registrant and Peter J. Millones.
|
10.18(aa)+
|
Amended and Restated Employment contract, dated May 19, 2016 by and between Booking.com Holding B.V. and Gillian Tans.
|
10.19(bb)+
|
Employment Agreement, dated December 15, 2016 by and between the Registrant and Glenn D. Fogel.
|
10.20(bb)+
|
Non-Competition and Non-Solicitation Agreement, dated December 15, 2016 by and between the Registrant and Glenn D. Fogel.
|
10.21(bb)+
|
Employee Confidentiality and Assignment Agreement, dated December 15, 2016 by and between the Registrant and Glenn D. Fogel.
|
10.25(cc)+
|
Employment Agreement, dated January 19, 2018, between the Registrant and David I. Goulden.
|
10.26(cc)+
|
Non-Competition and Non-Solicitation Agreement, dated March 1, 2018, between the Registrant and David I. Goulden.
|
10.27(cc)+
|
Employee Confidentiality and Assignment Agreement, dated January 19, 2018, between the Registrant and David I. Goulden.
|
10.28(dd)+
|
Transition Agreement, dated June 26, 2019, between Booking.com Holding B.V. and Gillian Tans.
|
10.29(ee)
|
Credit Agreement, dated as of August 14, 2019, among the Registrant, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent.
|
10.30(b)+
|
Letter Agreement, dated October 24, 2019 by and between the Registrant and Glenn D. Fogel.
|
10.31(ff)+
|
Form of Employee Confidentiality and Assignment Agreement.
|
List of Subsidiaries.
|
|
Consent of Deloitte & Touche LLP.
|
|
Power of Attorney (included in the Signature Page).
|
|
Certification of Glenn D. Fogel, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of David I. Goulden, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Glenn D. Fogel, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
|
|
Certification of David I. Goulden, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
|
104
|
Cover Page Interactive Data File - the cover page from this Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (included in Exhibit 101).
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
|
|
(a)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on February 21, 2018 (File No. 1-36691).
|
(b)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on October 25, 2019 (File No. 1-36691).
|
(c)
|
Previously filed as an exhibit to Amendment No. 2 to Registration Statement on Form S-1 filed on March 18, 1999 (File No. 333-69657).
|
(d)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on June 4, 2013 (File No. 0-25581).
|
(e)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on August 20, 2014 (File No. 0-25581).
|
(f)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on November 25, 2015 (File No. 1-36691).
|
(g)
|
Previously filed as an exhibit to the Registration Statement on Form S-3 filed on August 8, 2017 (File No. 333-219800).
|
(h)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on September 22, 2014 (File No. 0-25581).
|
(i)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on September 26, 2014 (File No. 0-25581).
|
(j)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 2, 2015 (File No. 1-36691).
|
(k)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2015 (File No. 1-36691).
|
(l)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 12, 2015 (File No. 1-36691).
|
(m)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 13, 2015 (File No. 1-36691).
|
(n)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on May 23, 2016 (File No. 1-36691).
|
(o)
|
Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 10, 2017 (File No. 1-36691).
|
(p)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on August 15, 2017 (File No. 1-36691).
|
(q)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on June 8, 2018 (File No. 1-36691).
|
(r)
|
Previously filed as an exhibit to the Current Report on Form 8‑K filed on November 8, 2005 (File No. 0-25581).
|
(s)
|
Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 9, 2011 (File No. 0-25581).
|
(t)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 2, 2018 (File No. 1-36691).
|
(u)
|
Previously filed as an exhibit to the Current Report on Form 8‑K filed on March 3, 2017 (File No. 1-36691).
|
(v)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 1, 2019 (File No. 1-36691).
|
(w)
|
Previously filed as an exhibit to the Registration Statement on Form S-8 filed on June 13, 2014 (File No. 333-196756).
|
(x)
|
Previously filed as an exhibit to the Annual Report on Form 10-K filed for the year ended December 31, 2015 (File No. 1-36691).
|
(y)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on March 4, 2013 (File No. 0-25581).
|
(z)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on April 24, 2015 (File No. 1-36691).
|
(aa)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on May 20, 2016 (File No. 1-36691).
|
(bb)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on December 16, 2016 (File No. 1-36691).
|
(cc)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on January 22, 2018 (File No. 1-36691).
|
(dd)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on June 28, 2019 (File No. 1-36691)
|
(ee)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on August 14, 2019 (File No. 1-36691).
|
(ff)
|
Previously filed as an exhibit to the Quarterly Report on Form 10-Q filed on May 9, 2019 (File No. 1-36691).
|
(gg)
|
This document is being furnished in accordance with SEC Release Nos. 33‑8212 and 34‑47551.
|
|
BOOKING HOLDINGS INC.
|
||
|
|
|
|
|
By:
|
/s/ Glenn D. Fogel
|
|
|
|
Name:
|
Glenn D. Fogel
|
|
|
Title:
|
Chief Executive Officer and President
|
|
|
Date:
|
February 26, 2020
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffery H. Boyd
|
|
Director, Chairman of the Board
|
|
February 26, 2020
|
Jeffery H. Boyd
|
|
|
|
|
|
|
|
|
|
/s/ Glenn D. Fogel
|
|
Director, Chief Executive Officer and President
|
|
February 26, 2020
|
Glenn D. Fogel
|
|
|
|
|
|
|
|
|
|
/s/ David I. Goulden
|
|
Executive Vice President and Chief Financial
|
|
February 26, 2020
|
David I. Goulden
|
|
Officer (Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Susana D'Emic
|
|
Chief Accounting Officer and Controller
|
|
February 26, 2020
|
Susana D'Emic
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Timothy M. Armstrong
|
|
Director
|
|
February 26, 2020
|
Timothy M. Armstrong
|
|
|
|
|
|
|
|
|
|
/s/ Mirian Graddick-Weir
|
|
Director
|
|
February 26, 2020
|
Mirian Graddick-Weir
|
|
|
|
|
|
|
|
|
|
/s/ James M. Guyette
|
|
Director
|
|
February 26, 2020
|
James M. Guyette
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Wei Hopeman
|
|
Director
|
|
February 26, 2020
|
Wei Hopeman
|
|
|
|
|
|
|
|
|
|
/s/ Robert J. Mylod Jr.
|
|
Director
|
|
February 26, 2020
|
Robert J. Mylod Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Charles H. Noski
|
|
Director
|
|
February 26, 2020
|
Charles H. Noski
|
|
|
|
|
|
|
|
|
|
/s/ Nancy B. Peretsman
|
|
Director
|
|
February 26, 2020
|
Nancy B. Peretsman
|
|
|
|
|
|
|
|
|
|
/s/ Nicholas J. Read
|
|
Director
|
|
February 26, 2020
|
Nicholas J. Read
|
|
|
|
|
|
|
|
|
|
/s/ Thomas E. Rothman
|
|
Director
|
|
February 26, 2020
|
Thomas E. Rothman
|
|
|
|
|
|
|
|
|
|
/s/ Lynn M. Vojvodich
|
|
Director
|
|
February 26, 2020
|
Lynn M. Vojvodich
|
|
|
|
|
|
|
|
|
|
/s/ Vanessa A. Wittman
|
|
Director
|
|
February 26, 2020
|
Vanessa A. Wittman
|
|
|
|
|
|
Page No.
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets at December 31, 2019 and 2018
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
Notes to Consolidated Financial Statements
|
•
|
With the assistance of our IT specialists, we:
|
–
|
Identified the systems used to calculate and record revenue transactions.
|
–
|
Tested the general IT controls over each of these systems, including testing of user access controls, change management controls, and IT operations controls.
|
–
|
Performed testing of system interface controls and automated controls within the relevant revenue streams.
|
•
|
We tested business process controls to reconcile the various systems to the Company's general ledgers.
|
•
|
We performed detail transaction testing by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the recorded revenues.
|
•
|
We tested the effectiveness of controls over goodwill impairment evaluation, including those over the forecasts and the selection of the discount rates.
|
•
|
We evaluated management's ability to accurately forecast by comparing actual results in previous years to management’s historical forecasts.
|
•
|
We evaluated the reasonableness of management’s forecasts of future revenues and operating margins by comparing management’s forecasts with:
|
–
|
Historical revenues and operating margins.
|
–
|
Internal communications to management and the Board of Directors.
|
–
|
Forecasted information included in analyst and industry reports of the Company and selected companies in its peer group.
|
•
|
We considered the impact of industry and market conditions on management's forecasts.
|
•
|
With the assistance of our fair value specialists, we evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations and developing a range of independent estimates and comparing those to the discount rates selected by management.
|
•
|
We evaluated the reasonableness of management's forecasts of future cash flows and discount rates utilized in the income approach fair value calculation by comparing the income approach fair value to the market approach fair values.
|
•
|
We tested the effectiveness of controls over accounting for uncertain tax positions.
|
•
|
With the assistance of our income tax specialists, we evaluated management's analysis regarding the likelihood of sustaining its tax positions upon examination by the relevant tax authorities.
|
•
|
We assessed the basis of the Company's analysis and measurement by obtaining, reading, and evaluating the third-party specialists' reports.
|
•
|
We obtained, read, and evaluated correspondence between the Company and the tax authorities.
|
•
|
We evaluated any developments in the matters during the current fiscal year through inquiry of both Company personnel and the Company's third-party specialists.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
6,312
|
|
|
$
|
2,624
|
|
Short-term investments in marketable securities
|
|
998
|
|
|
3,660
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $49 and $51, respectively
|
|
1,680
|
|
|
1,523
|
|
||
Prepaid expenses and other current assets
|
|
843
|
|
|
600
|
|
||
Total current assets
|
|
9,833
|
|
|
8,407
|
|
||
Property and equipment, net
|
|
738
|
|
|
656
|
|
||
Operating lease assets
|
|
620
|
|
|
—
|
|
||
Intangible assets, net
|
|
1,954
|
|
|
2,125
|
|
||
Goodwill
|
|
2,913
|
|
|
2,910
|
|
||
Long-term investments
|
|
4,477
|
|
|
8,408
|
|
||
Other assets
|
|
867
|
|
|
181
|
|
||
Total assets
|
|
$
|
21,402
|
|
|
$
|
22,687
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
1,239
|
|
|
$
|
1,134
|
|
Accrued expenses and other current liabilities
|
|
1,578
|
|
|
1,399
|
|
||
Deferred merchant bookings
|
|
1,561
|
|
|
1,022
|
|
||
Convertible debt
|
|
988
|
|
|
—
|
|
||
Total current liabilities
|
|
5,366
|
|
|
3,555
|
|
||
Deferred income taxes
|
|
876
|
|
|
370
|
|
||
Operating lease liabilities
|
|
462
|
|
|
—
|
|
||
Long-term U.S. transition tax liability
|
|
1,021
|
|
|
1,166
|
|
||
Other long-term liabilities
|
|
104
|
|
|
162
|
|
||
Long-term debt
|
|
7,640
|
|
|
8,649
|
|
||
Total liabilities
|
|
15,469
|
|
|
13,902
|
|
||
|
|
|
|
|
|
|
||
Commitments and Contingencies (See Note 16)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
||
Common stock, $0.008 par value,
Authorized shares: 1,000,000,000 Issued shares: 63,179,471 and 62,948,762, respectively |
|
—
|
|
|
—
|
|
||
Treasury stock, 21,762,070 and 17,317,126 shares, respectively
|
|
(22,864
|
)
|
|
(14,711
|
)
|
||
Additional paid-in capital
|
|
5,756
|
|
|
5,445
|
|
||
Retained earnings
|
|
23,232
|
|
|
18,367
|
|
||
Accumulated other comprehensive loss
|
|
(191
|
)
|
|
(316
|
)
|
||
Total stockholders' equity
|
|
5,933
|
|
|
8,785
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
21,402
|
|
|
$
|
22,687
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Agency revenues
|
|
$
|
10,117
|
|
|
$
|
10,480
|
|
|
$
|
9,714
|
|
Merchant revenues
|
|
3,830
|
|
|
2,987
|
|
|
2,133
|
|
|||
Advertising and other revenues
|
|
1,119
|
|
|
1,060
|
|
|
834
|
|
|||
Total revenues
|
|
15,066
|
|
|
14,527
|
|
|
12,681
|
|
|||
Cost of revenues
|
|
|
|
|
|
242
|
|
|||||
Gross profit
|
|
|
|
|
|
12,439
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Performance marketing
|
|
4,419
|
|
|
4,447
|
|
|
4,161
|
|
|||
Brand marketing
|
|
548
|
|
|
509
|
|
|
435
|
|
|||
Sales and other expenses
|
|
955
|
|
|
830
|
|
|
517
|
|
|||
Personnel, including stock-based compensation of $308, $317 and $261, respectively
|
|
2,248
|
|
|
2,042
|
|
|
1,660
|
|
|||
General and administrative
|
|
797
|
|
|
699
|
|
|
576
|
|
|||
Information technology
|
|
285
|
|
|
233
|
|
|
189
|
|
|||
Depreciation and amortization
|
|
469
|
|
|
426
|
|
|
363
|
|
|||
Total operating expenses
|
|
9,721
|
|
|
9,186
|
|
|
7,901
|
|
|||
Operating income
|
|
5,345
|
|
|
5,341
|
|
|
4,538
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|||
Interest income
|
|
152
|
|
|
187
|
|
|
157
|
|
|||
Interest expense
|
|
(266
|
)
|
|
(269
|
)
|
|
(254
|
)
|
|||
Net unrealized gains (losses) on marketable equity securities
|
|
745
|
|
|
(367
|
)
|
|
—
|
|
|||
Foreign currency transactions and other
|
|
(18
|
)
|
|
(57
|
)
|
|
(42
|
)
|
|||
Total other income (expense)
|
|
613
|
|
|
(506
|
)
|
|
(139
|
)
|
|||
Earnings before income taxes
|
|
5,958
|
|
|
4,835
|
|
|
4,399
|
|
|||
Income tax expense
|
|
1,093
|
|
|
837
|
|
|
2,058
|
|
|||
Net income
|
|
$
|
4,865
|
|
|
$
|
3,998
|
|
|
$
|
2,341
|
|
Net income applicable to common stockholders per basic common share
|
|
$
|
112.93
|
|
|
$
|
84.26
|
|
|
$
|
47.78
|
|
Weighted-average number of basic common shares outstanding (in 000's)
|
|
43,082
|
|
|
47,446
|
|
|
48,994
|
|
|||
Net income applicable to common stockholders per diluted common share
|
|
$
|
111.82
|
|
|
$
|
83.26
|
|
|
$
|
46.86
|
|
Weighted-average number of diluted common shares outstanding (in 000's)
|
|
43,509
|
|
|
48,017
|
|
|
49,954
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
4,865
|
|
|
$
|
3,998
|
|
|
$
|
2,341
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax
|
|
(10
|
)
|
|
(114
|
)
|
|
297
|
|
|||
Net unrealized gains (losses) on available-for-sale securities, net of tax
|
|
135
|
|
|
(199
|
)
|
|
76
|
|
|||
Total other comprehensive income (loss), net of tax
|
|
125
|
|
|
(313
|
)
|
|
373
|
|
|||
Comprehensive income
|
|
$
|
4,990
|
|
|
$
|
3,685
|
|
|
$
|
2,714
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total
|
||||||||||||||||||
|
Shares
(in 000's)
|
|
Amount
|
|
Shares
(in 000's)
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2016
|
62,379
|
|
|
$
|
—
|
|
|
(13,191
|
)
|
|
$
|
(6,855
|
)
|
|
$
|
5,483
|
|
|
$
|
11,327
|
|
|
$
|
(135
|
)
|
|
$
|
9,820
|
|
Cumulative effect of adoption of accounting standards updates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
271
|
|
|
—
|
|
|
280
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,341
|
|
|
—
|
|
|
2,341
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|
297
|
|
||||||
Net unrealized gains on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
76
|
|
||||||
Reclassification adjustment for convertible debt in mezzanine
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
26
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(1,026
|
)
|
|
(1,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,844
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
261
|
|
|
—
|
|
|
—
|
|
|
261
|
|
||||||
Conversion of debt
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,998
|
|
|
—
|
|
|
3,998
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
(114
|
)
|
||||||
Net unrealized losses on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(199
|
)
|
|
(199
|
)
|
||||||
Reclassification adjustment for convertible debt in mezzanine
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(3,100
|
)
|
|
(6,012
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,012
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|
—
|
|
|
—
|
|
|
320
|
|
||||||
Conversion of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(773
|
)
|
|
—
|
|
|
—
|
|
|
(773
|
)
|
||||||
Common stock issued in an acquisition
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
110
|
|
||||||
Balance, December 31, 2018
|
62,949
|
|
|
$
|
—
|
|
|
(17,317
|
)
|
|
$
|
(14,711
|
)
|
|
$
|
5,445
|
|
|
$
|
18,367
|
|
|
$
|
(316
|
)
|
|
$
|
8,785
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,865
|
|
|
—
|
|
|
4,865
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
||||||
Net unrealized gains on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
135
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(4,445
|
)
|
|
(8,153
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,153
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|
—
|
|
|
—
|
|
|
308
|
|
||||||
Balance, December 31, 2019
|
63,179
|
|
|
$
|
—
|
|
|
(21,762
|
)
|
|
$
|
(22,864
|
)
|
|
$
|
5,756
|
|
|
$
|
23,232
|
|
|
$
|
(191
|
)
|
|
$
|
5,933
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
4,865
|
|
|
$
|
3,998
|
|
|
$
|
2,341
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
|
469
|
|
|
426
|
|
|
363
|
|
|||
Provision for uncollectible accounts and chargebacks
|
|
138
|
|
|
163
|
|
|
62
|
|
|||
Deferred income tax expense (benefit)
|
|
122
|
|
|
(150
|
)
|
|
(32
|
)
|
|||
Net unrealized (gains) losses on marketable equity securities
|
|
(745
|
)
|
|
367
|
|
|
—
|
|
|||
Stock-based compensation expense and other stock-based payments
|
|
325
|
|
|
331
|
|
|
261
|
|
|||
Amortization of debt discount and debt issuance costs
|
|
58
|
|
|
59
|
|
|
79
|
|
|||
Operating lease amortization
|
|
172
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
2
|
|
|
19
|
|
|
10
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
(323
|
)
|
|
(319
|
)
|
|
(270
|
)
|
|||
Prepaid expenses and other current assets
|
|
(263
|
)
|
|
(201
|
)
|
|
(124
|
)
|
|||
Accounts payable, accrued expenses and other current liabilities
|
|
480
|
|
|
635
|
|
|
687
|
|
|||
Long-term U.S. transition tax liability
|
|
(36
|
)
|
|
40
|
|
|
1,251
|
|
|||
Other long-term assets and liabilities
|
|
(399
|
)
|
|
(30
|
)
|
|
34
|
|
|||
Net cash provided by operating activities
|
|
4,865
|
|
|
5,338
|
|
|
4,662
|
|
|||
|
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Purchase of investments
|
|
(672
|
)
|
|
(2,686
|
)
|
|
(6,941
|
)
|
|||
Proceeds from sale and maturity of investments
|
|
8,099
|
|
|
5,616
|
|
|
3,580
|
|
|||
Additions to property and equipment
|
|
(368
|
)
|
|
(442
|
)
|
|
(288
|
)
|
|||
Acquisitions and other investments, net of cash acquired
|
|
(9
|
)
|
|
(273
|
)
|
|
(553
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
7,050
|
|
|
2,215
|
|
|
(4,202
|
)
|
|||
|
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from revolving credit facility and short-term borrowings
|
|
400
|
|
|
25
|
|
|
—
|
|
|||
Repayments of revolving credit facility and short-term borrowings
|
|
(425
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the issuance of long-term debt
|
|
—
|
|
|
—
|
|
|
2,045
|
|
|||
Payments for conversion of senior notes
|
|
—
|
|
|
(1,487
|
)
|
|
(286
|
)
|
|||
Payments for repurchase of common stock
|
|
(8,187
|
)
|
|
(5,971
|
)
|
|
(1,828
|
)
|
|||
Other financing activities
|
|
(8
|
)
|
|
2
|
|
|
(10
|
)
|
|||
Net cash used in financing activities
|
|
(8,220
|
)
|
|
(7,431
|
)
|
|
(79
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
|
|
(8
|
)
|
|
(40
|
)
|
|
100
|
|
|||
Net increase in cash and cash equivalents and restricted cash and cash equivalents
|
|
3,687
|
|
|
82
|
|
|
481
|
|
|||
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period
|
|
2,645
|
|
|
2,563
|
|
|
2,082
|
|
|||
Total cash and cash equivalents and restricted cash and cash equivalents, end of period
|
|
$
|
6,332
|
|
|
$
|
2,645
|
|
|
$
|
2,563
|
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid during the period for income taxes
|
|
$
|
1,074
|
|
|
$
|
1,169
|
|
|
$
|
702
|
|
Cash paid during the period for interest
|
|
$
|
221
|
|
|
$
|
219
|
|
|
$
|
155
|
|
Non-cash operating and financing activity for an acquisition (see Note 20)
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
—
|
|
Non-cash investing and financing activity for an acquisition (see Note 20)
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
—
|
|
1.
|
BUSINESS DESCRIPTION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
As included in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
6,312
|
|
|
$
|
2,624
|
|
|
$
|
2,542
|
|
Restricted cash and cash equivalents included in prepaid expenses and other current assets
|
|
20
|
|
|
21
|
|
|
21
|
|
|||
Total cash and cash equivalents and restricted cash and cash equivalents as
shown in the Consolidated Statements of Cash Flows
|
|
$
|
6,332
|
|
|
$
|
2,645
|
|
|
$
|
2,563
|
|
•
|
Agency revenues are derived from travel-related transactions where the Company does not facilitate payments from travelers for the services provided. The Company invoices the travel service providers for its commissions in the month that travel is completed. Agency revenues consist almost entirely of travel reservation commissions. Substantially all of the Company's agency revenue is from Booking.com agency accommodation reservations.
|
•
|
Merchant revenues are derived from travel-related transactions where the Company facilitates payments from travelers for the services provided, generally at the time of booking. The Company records cash collected from travelers, which includes the amounts owed to the travel service providers and the Company’s commission or margin and fees, as deferred merchant bookings until the arranged travel service begins. Merchant revenues include 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 the Company's merchant reservations services; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues and certain GDS reservation booking fees. Substantially all merchant revenues are derived from transactions where travelers book accommodation reservations or rental car reservations.
|
|
Year Ended December 31,
|
||||||
2019
|
|
2018
|
|||||
Balance, beginning of year
|
$
|
149
|
|
|
$
|
151
|
|
Revenues recognized from the beginning balance
|
(134
|
)
|
|
(109
|
)
|
||
Cancellations
|
(15
|
)
|
|
(10
|
)
|
||
One-time adjustment to retained earnings at adoption of ASC 606
|
—
|
|
|
(32
|
)
|
||
Payments received from travelers net of amounts estimated to be payable to travel
service providers and other
|
220
|
|
|
149
|
|
||
Balance, end of year
|
$
|
220
|
|
|
$
|
149
|
|
4.
|
STOCK-BASED COMPENSATION
|
Restricted Stock Units
|
|
Shares
|
Weighted-Average Grant
Date Fair Value
|
|||||
|
|
|
|
|
|
|||
Unvested at December 31, 2016
|
|
195,059
|
|
|
$
|
1,300
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
100,614
|
|
|
$
|
1,745
|
|
|
Vested
|
|
(67,041
|
)
|
|
$
|
1,302
|
|
|
Forfeited/Canceled
|
|
(24,671
|
)
|
|
$
|
1,430
|
|
|
Unvested at December 31, 2017
|
|
203,961
|
|
|
$
|
1,503
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
116,583
|
|
|
$
|
2,025
|
|
|
Vested
|
|
(69,693
|
)
|
|
$
|
1,389
|
|
|
Forfeited/Canceled
|
|
(25,868
|
)
|
|
$
|
1,731
|
|
|
Unvested at December 31, 2018
|
|
224,983
|
|
|
$
|
1,783
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
157,205
|
|
|
$
|
1,739
|
|
|
Vested
|
|
(95,484
|
)
|
|
$
|
1,653
|
|
|
Forfeited/Canceled
|
|
(29,959
|
)
|
|
$
|
1,812
|
|
|
Unvested at December 31, 2019
|
|
256,745
|
|
|
$
|
1,801
|
|
|
Performance Share Units
|
|
Shares
|
Weighted-Average Grant
Date Fair Value
|
|||||
|
|
|
|
|
|
|||
Unvested at December 31, 2016
|
|
320,547
|
|
|
$
|
1,288
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
73,893
|
|
|
$
|
1,735
|
|
|
Vested
|
|
(76,730
|
)
|
|
$
|
1,328
|
|
|
Performance Shares Adjustment
|
|
19,357
|
|
|
$
|
1,501
|
|
|
Forfeited/Canceled
|
|
(16,332
|
)
|
|
$
|
1,395
|
|
|
Unvested at December 31, 2017
|
|
320,735
|
|
|
$
|
1,386
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
49,721
|
|
|
$
|
2,034
|
|
|
Vested
|
|
(134,549
|
)
|
|
$
|
1,250
|
|
|
Performance Shares Adjustment
|
|
66,245
|
|
|
$
|
1,872
|
|
|
Forfeited/Canceled
|
|
(15,573
|
)
|
|
$
|
1,685
|
|
|
Unvested at December 31, 2018
|
|
286,579
|
|
|
$
|
1,659
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
61,912
|
|
|
$
|
1,716
|
|
|
Vested
|
|
(118,668
|
)
|
|
$
|
1,346
|
|
|
Performance Shares Adjustment
|
|
(683
|
)
|
|
$
|
1,729
|
|
|
Forfeited/Canceled
|
|
(13,057
|
)
|
|
$
|
1,769
|
|
|
Unvested at December 31, 2019
|
|
216,083
|
|
|
$
|
1,835
|
|
|
Performance Share Units, by grant year
|
|
2019
|
|
2018
|
|
2017
|
|||
Shares probable to be issued
|
|
60,588
|
|
|
76,560
|
|
|
78,935
|
|
Shares not subject to the achievement of minimum performance thresholds
|
|
47,170
|
|
|
29,753
|
|
|
N/A*
|
|
Shares that could be issued if maximum performance thresholds are met
|
|
121,176
|
|
|
82,126
|
|
|
N/A*
|
|
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
|
|
(12,141
|
)
|
|
|
$
|
266
|
|
|
|
|
|
|
|||
Balance, December 31, 2019
|
|
15,122
|
|
|
|
$
|
484
|
|
|
|
$
|
24
|
|
|
2.6
|
|
Vested and exercisable at December 31, 2019
|
|
15,122
|
|
|
|
$
|
484
|
|
|
|
$
|
24
|
|
|
2.6
|
5.
|
INVESTMENTS
|
prv
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Carrying Value
|
||||||||
Short-term investments in marketable securities:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
International government securities
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109
|
|
U.S. government securities
|
138
|
|
|
—
|
|
|
—
|
|
|
138
|
|
||||
Corporate debt securities
|
751
|
|
|
1
|
|
|
(1
|
)
|
|
751
|
|
||||
Total
|
$
|
998
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
998
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Investments in marketable securities:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
International government securities
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
68
|
|
U.S. government securities
|
136
|
|
|
—
|
|
|
(1
|
)
|
|
135
|
|
||||
Corporate debt securities
|
963
|
|
|
2
|
|
|
(2
|
)
|
|
963
|
|
||||
Trip.com Group convertible debt securities
|
775
|
|
|
—
|
|
|
(8
|
)
|
|
767
|
|
||||
Equity securities
|
1,117
|
|
|
684
|
|
|
(8
|
)
|
|
1,793
|
|
||||
Investments in private companies:
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
250
|
|
|
—
|
|
|
—
|
|
|
250
|
|
||||
Equity securities
|
501
|
|
|
—
|
|
|
—
|
|
|
501
|
|
||||
Total
|
$
|
3,810
|
|
|
$
|
686
|
|
|
$
|
(19
|
)
|
|
$
|
4,477
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Carrying 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:
|
|
|
|
|
|
|
|
||||||||
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
|
|
||||
Trip.com Group convertible debt securities
|
1,275
|
|
|
—
|
|
|
(98
|
)
|
|
1,177
|
|
||||
Equity securities
|
1,105
|
|
|
3
|
|
|
(72
|
)
|
|
1,036
|
|
||||
Investments in private companies:
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
200
|
|
|
—
|
|
|
—
|
|
|
200
|
|
||||
Equity securities
|
501
|
|
|
—
|
|
|
—
|
|
|
501
|
|
||||
Total
|
$
|
8,622
|
|
|
$
|
10
|
|
|
$
|
(224
|
)
|
|
$
|
8,408
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents 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:
|
|
|
|
|
|
|
|
|
||||||||
Investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
—
|
|
|
800
|
|
|
—
|
|
|
800
|
|
||||
U.S. government securities
|
|
—
|
|
|
293
|
|
|
—
|
|
|
293
|
|
||||
Corporate debt securities
|
|
—
|
|
|
4,401
|
|
|
—
|
|
|
4,401
|
|
||||
Trip.com Group convertible debt securities
|
|
—
|
|
|
1,177
|
|
|
—
|
|
|
1,177
|
|
||||
Equity securities
|
|
1,036
|
|
|
—
|
|
|
—
|
|
|
1,036
|
|
||||
Investments in private companies:
|
|
|
|
|
|
|
|
|
||||||||
Debt securities
|
|
—
|
|
|
—
|
|
|
200
|
|
|
200
|
|
||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Foreign 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 identical assets and liabilities.
|
Level 2:
|
Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data.
|
Level 3:
|
Unobservable inputs are used when little or no market data is available.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Fair value of derivative assets
|
$
|
12
|
|
|
$
|
4
|
|
Fair value of derivative liabilities
|
5
|
|
|
—
|
|
||
|
|
|
|
||||
Notional amount:
|
|
|
|
||||
Foreign currency purchases
|
1,770
|
|
|
1,324
|
|
||
Foreign currency sales
|
901
|
|
|
921
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
(Losses) gains on foreign currency exchange derivatives
|
$
|
(19
|
)
|
|
$
|
(44
|
)
|
|
$
|
43
|
|
7.
|
ACCOUNTS RECEIVABLE, NET
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of year
|
$
|
51
|
|
|
$
|
35
|
|
|
$
|
21
|
|
Provision charged to expense
|
69
|
|
|
79
|
|
|
46
|
|
|||
Write-offs and adjustments
|
(70
|
)
|
|
(62
|
)
|
|
(35
|
)
|
|||
Foreign currency translation adjustments
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|||
Balance, end of year
|
$
|
49
|
|
|
$
|
51
|
|
|
$
|
35
|
|
8.
|
NET INCOME PER SHARE
|
|
For the Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Weighted-average number of basic common shares outstanding
|
43,082
|
|
|
47,446
|
|
|
48,994
|
|
Weighted-average dilutive stock options, restricted stock units and performance share units
|
203
|
|
|
236
|
|
|
295
|
|
Assumed conversion of convertible senior notes
|
224
|
|
|
335
|
|
|
665
|
|
Weighted-average number of diluted common and common equivalent shares outstanding
|
43,509
|
|
|
48,017
|
|
|
49,954
|
|
9.
|
PROPERTY AND EQUIPMENT, NET
|
|
2019
|
|
2018
|
|
Estimated
Useful Lives (years) |
||||
Computer equipment
|
$
|
736
|
|
|
$
|
616
|
|
|
2 to 4 years
|
Capitalized software
|
442
|
|
|
348
|
|
|
2 to 5 years
|
||
Leasehold improvements
|
265
|
|
|
242
|
|
|
1 to 13 years
|
||
Office equipment, furniture and fixtures
|
61
|
|
|
55
|
|
|
2 to 7 years
|
||
Building construction-in-progress
|
161
|
|
|
88
|
|
|
|
||
Total
|
1,665
|
|
|
1,349
|
|
|
|
||
Less: Accumulated depreciation
|
(927
|
)
|
|
(693
|
)
|
|
|
||
Property and equipment, net
|
$
|
738
|
|
|
$
|
656
|
|
|
|
10.
|
LEASES
|
|
|
Classification in Consolidated Balance Sheet
|
|
December 31, 2019
|
||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
620
|
|
Lease Liabilities:
|
|
|
|
|
||
Current operating lease liabilities
|
|
Accrued expenses and other current liabilities
|
|
$
|
161
|
|
Non-current operating lease liabilities
|
|
Operating lease liabilities
|
|
462
|
|
|
Total operating lease liabilities
|
|
|
|
$
|
623
|
|
2020
|
$
|
172
|
|
2021
|
151
|
|
|
2022
|
100
|
|
|
2023
|
62
|
|
|
2024
|
42
|
|
|
Thereafter
|
163
|
|
|
Total remaining lease payments
|
$
|
690
|
|
Less: Imputed interest
|
(67
|
)
|
|
Total operating lease liabilities
|
$
|
623
|
|
2019
|
$
|
164
|
|
2020
|
142
|
|
|
2021
|
110
|
|
|
2022
|
66
|
|
|
2023
|
52
|
|
|
Thereafter
|
190
|
|
|
Total minimum lease payments
|
$
|
724
|
|
|
|
Classification in Consolidated Statement of Operations
|
|
Year Ended December 31, 2019
|
||
Lease expense
|
|
General and administrative and Information technology
|
|
$
|
183
|
|
Variable lease expense
|
|
General and administrative and Information technology
|
|
56
|
|
|
Less: Sublease income
|
|
General and administrative
|
|
(2
|
)
|
|
Total lease expense, net of sublease income
|
|
|
|
$
|
237
|
|
|
|
Year Ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
189
|
|
Operating lease assets obtained in exchange for operating lease liabilities
|
|
155
|
|
11.
|
INTANGIBLE ASSETS AND GOODWILL
|
|
December 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
|
$
|
1,100
|
|
|
$
|
(472
|
)
|
|
$
|
628
|
|
|
$
|
1,099
|
|
|
$
|
(408
|
)
|
|
$
|
691
|
|
|
3 - 20 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology
|
170
|
|
|
(129
|
)
|
|
41
|
|
|
173
|
|
|
(121
|
)
|
|
52
|
|
|
1 - 7 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internet domain names
|
40
|
|
|
(32
|
)
|
|
8
|
|
|
41
|
|
|
(30
|
)
|
|
11
|
|
|
5 - 20 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
1,811
|
|
|
(534
|
)
|
|
1,277
|
|
|
1,810
|
|
|
(439
|
)
|
|
1,371
|
|
|
4 - 20 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other intangible assets
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
Up to 15 years
|
||||||
Total intangible assets
|
$
|
3,123
|
|
|
$
|
(1,169
|
)
|
|
$
|
1,954
|
|
|
$
|
3,126
|
|
|
$
|
(1,001
|
)
|
|
$
|
2,125
|
|
|
|
2020
|
$
|
167
|
|
2021
|
160
|
|
|
2022
|
157
|
|
|
2023
|
155
|
|
|
2024
|
155
|
|
|
Thereafter
|
1,160
|
|
|
|
$
|
1,954
|
|
|
2019
|
|
2018
|
||||
Balance, beginning of year (1)
|
$
|
2,910
|
|
|
$
|
2,738
|
|
Acquisitions
|
7
|
|
|
212
|
|
||
Foreign currency translation adjustments
|
(4
|
)
|
|
(40
|
)
|
||
Balance, end of year (1)
|
$
|
2,913
|
|
|
$
|
2,910
|
|
12.
|
DEBT
|
December 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
|
|
|
$
|
(12
|
)
|
|
$
|
988
|
|
Long-term debt:
|
|
|
|
|
|
|
||||||
0.9% Convertible Senior Notes due September 2021
|
|
$
|
1,000
|
|
|
$
|
(39
|
)
|
|
$
|
961
|
|
0.8% (€1 Billion) Senior Notes due March 2022
|
|
1,123
|
|
|
(3
|
)
|
|
1,120
|
|
|||
2.15% (€750 Million) Senior Notes due November 2022
|
|
842
|
|
|
(3
|
)
|
|
839
|
|
|||
2.75% Senior Notes due March 2023
|
|
500
|
|
|
(2
|
)
|
|
498
|
|
|||
2.375% (€1 Billion) Senior Notes due September 2024
|
|
1,123
|
|
|
(9
|
)
|
|
1,114
|
|
|||
3.65% Senior Notes due March 2025
|
|
500
|
|
|
(2
|
)
|
|
498
|
|
|||
3.6% Senior Notes due June 2026
|
|
1,000
|
|
|
(5
|
)
|
|
995
|
|
|||
1.8% (€1 Billion) Senior Notes due March 2027
|
|
1,123
|
|
|
(5
|
)
|
|
1,118
|
|
|||
3.55% Senior Notes due March 2028
|
|
500
|
|
|
(3
|
)
|
|
497
|
|
|||
Total long-term debt
|
|
$
|
7,711
|
|
|
$
|
(71
|
)
|
|
$
|
7,640
|
|
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
|
|
Other Long-term Debt
|
|
Period of Issuance
|
|
Effective Interest Rate at Debt Origination
|
|
Timing of Interest Payments
|
|
0.8% Senior Notes due March 2022
|
|
March 2017
|
|
0.84
|
%
|
|
Annually in March
|
2.15% Senior Notes due November 2022
|
|
November 2015
|
|
2.20
|
%
|
|
Annually in November
|
2.75% Senior Notes due March 2023
|
|
August 2017
|
|
2.78
|
%
|
|
Semi-annually in March and September
|
2.375% Senior Notes due September 2024
|
|
September 2014
|
|
2.48
|
%
|
|
Annually in September
|
3.65% Senior Notes due March 2025
|
|
March 2015
|
|
3.68
|
%
|
|
Semi-annually in March and September
|
3.6% Senior Notes due June 2026
|
|
May 2016
|
|
3.62
|
%
|
|
Semi-annually in June and December
|
1.8% Senior Notes due March 2027
|
|
March 2015
|
|
1.80
|
%
|
|
Annually in March
|
3.55% Senior Notes due March 2028
|
|
August 2017
|
|
3.56
|
%
|
|
Semi-annually in March and September
|
13.
|
TREASURY STOCK
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|||||||||
Authorized stock repurchase programs
|
|
4,358
|
|
|
$
|
8,002
|
|
|
3,020
|
|
|
$
|
5,850
|
|
|
969
|
|
|
$
|
1,744
|
|
General authorization for shares withheld on stock award vesting
|
|
87
|
|
|
151
|
|
|
80
|
|
|
162
|
|
|
57
|
|
|
100
|
|
|||
Total
|
|
4,445
|
|
|
$
|
8,153
|
|
|
3,100
|
|
|
$
|
6,012
|
|
|
1,026
|
|
|
$
|
1,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Shares repurchased in December and settled in following January
|
|
19
|
|
|
$
|
40
|
|
|
43
|
|
|
$
|
74
|
|
|
18
|
|
|
$
|
32
|
|
14.
|
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
|
|
|
Foreign currency translation adjustments, net of tax
|
|
Net unrealized gains (losses) on available-for-sale securities, net of tax (1)
|
|
Total AOCI, net of tax
|
||||||||||||||||||||||||||||||
|
Foreign currency translation
|
|
Net Investment
Hedges (2)
|
|
Total, net of tax
|
|
Before tax
|
|
Tax (expense) benefit(4)
|
|
Total, net of tax
|
|
||||||||||||||||||||||||
|
Before tax
|
|
Tax benefit(3)
|
|
Before tax
|
|
Tax (expense) benefit
|
|
|
|
||||||||||||||||||||||||||
Balance, December 31, 2016
|
|
$
|
(460
|
)
|
|
$
|
—
|
|
|
$
|
258
|
|
|
$
|
(110
|
)
|
|
$
|
(312
|
)
|
|
$
|
186
|
|
|
$
|
(9
|
)
|
|
$
|
177
|
|
|
(135
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other Comprehensive Income
("OCI") before
reclassifications
|
|
670
|
|
|
—
|
|
|
(548
|
)
|
|
175
|
|
|
297
|
|
|
158
|
|
|
(81
|
)
|
|
77
|
|
|
374
|
|
|||||||||
Amounts reclassified to
net income (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||||
OCI for the period
|
|
670
|
|
|
—
|
|
|
(548
|
)
|
|
175
|
|
|
297
|
|
|
157
|
|
|
(81
|
)
|
|
76
|
|
|
373
|
|
|||||||||
Balance, December 31, 2017
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
(290
|
)
|
|
$
|
65
|
|
|
$
|
(15
|
)
|
|
$
|
343
|
|
|
$
|
(90
|
)
|
|
$
|
253
|
|
|
$
|
238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
OCI before reclassifications
|
|
(319
|
)
|
|
41
|
|
|
217
|
|
|
(53
|
)
|
|
(114
|
)
|
|
(201
|
)
|
|
2
|
|
|
(199
|
)
|
|
(313
|
)
|
|||||||||
OCI for the period
|
|
(319
|
)
|
|
41
|
|
|
217
|
|
|
(53
|
)
|
|
(114
|
)
|
|
(201
|
)
|
|
2
|
|
|
(199
|
)
|
|
(313
|
)
|
|||||||||
Amounts reclassified to
retained earnings(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
58
|
|
|
(241
|
)
|
|
(241
|
)
|
|||||||||
Balance, December 31, 2018
|
|
$
|
(109
|
)
|
|
$
|
41
|
|
|
$
|
(73
|
)
|
|
$
|
12
|
|
|
$
|
(129
|
)
|
|
$
|
(157
|
)
|
|
$
|
(30
|
)
|
|
$
|
(187
|
)
|
|
$
|
(316
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
OCI before reclassifications
|
|
(77
|
)
|
|
13
|
|
|
71
|
|
|
(17
|
)
|
|
(10
|
)
|
|
161
|
|
|
(37
|
)
|
|
124
|
|
|
114
|
|
|||||||||
Amounts reclassified to
net income (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
22
|
|
|
11
|
|
|
11
|
|
|||||||||
OCI for the period
|
|
(77
|
)
|
|
13
|
|
|
71
|
|
|
(17
|
)
|
|
(10
|
)
|
|
150
|
|
|
(15
|
)
|
|
135
|
|
|
125
|
|
|||||||||
Balance, December 31, 2019
|
|
$
|
(186
|
)
|
|
$
|
54
|
|
|
$
|
(2
|
)
|
|
$
|
(5
|
)
|
|
$
|
(139
|
)
|
|
$
|
(7
|
)
|
|
$
|
(45
|
)
|
|
$
|
(52
|
)
|
|
$
|
(191
|
)
|
15.
|
INCOME TAXES
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
International
|
$
|
915
|
|
|
$
|
(12
|
)
|
|
$
|
903
|
|
U.S. Federal
|
22
|
|
|
166
|
|
|
188
|
|
|||
U.S. State
|
34
|
|
|
(32
|
)
|
|
2
|
|
|||
Total
|
$
|
971
|
|
|
$
|
122
|
|
|
$
|
1,093
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
International
|
$
|
887
|
|
|
$
|
(3
|
)
|
|
$
|
884
|
|
U.S. Federal
|
45
|
|
|
(107
|
)
|
|
(62
|
)
|
|||
U.S. State
|
55
|
|
|
(40
|
)
|
|
15
|
|
|||
Total
|
$
|
987
|
|
|
$
|
(150
|
)
|
|
$
|
837
|
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
International
|
$
|
756
|
|
|
$
|
(10
|
)
|
|
$
|
746
|
|
U.S. Federal
|
1,327
|
|
|
(57
|
)
|
|
1,270
|
|
|||
U.S. State
|
7
|
|
|
35
|
|
|
42
|
|
|||
Total
|
$
|
2,090
|
|
|
$
|
(32
|
)
|
|
$
|
2,058
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets/(liabilities):
|
|
|
|
|
|
||
Net operating loss carryforward — U.S.
|
$
|
37
|
|
|
$
|
59
|
|
Net operating loss carryforward — International
|
15
|
|
|
20
|
|
||
Accrued expenses
|
35
|
|
|
50
|
|
||
Stock-based compensation and other stock based payments
|
49
|
|
|
51
|
|
||
Foreign currency translation adjustment
|
36
|
|
|
27
|
|
||
Tax credits
|
14
|
|
|
46
|
|
||
Euro-denominated debt
|
—
|
|
|
5
|
|
||
Operating lease liabilities
|
38
|
|
|
—
|
|
||
Property and equipment
|
31
|
|
|
6
|
|
||
Subtotal - deferred tax assets
|
255
|
|
|
264
|
|
||
|
|
|
|
||||
Discount on convertible notes
|
(10
|
)
|
|
(22
|
)
|
||
Intangible assets and other
|
(133
|
)
|
|
(482
|
)
|
||
Euro-denominated debt
|
(14
|
)
|
|
—
|
|
||
State income tax on accumulated unremitted international earnings
|
(8
|
)
|
|
(25
|
)
|
||
Unrealized gains on investments
|
(191
|
)
|
|
(2
|
)
|
||
Operating lease assets
|
(35
|
)
|
|
—
|
|
||
Installment sale liability
|
(284
|
)
|
|
—
|
|
||
Other
|
(11
|
)
|
|
(15
|
)
|
||
Subtotal - deferred tax liabilities
|
(686
|
)
|
|
(546
|
)
|
||
Valuation allowance on deferred tax assets
|
(45
|
)
|
|
(36
|
)
|
||
Net deferred tax liabilities (1)
|
$
|
(476
|
)
|
|
$
|
(318
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax expense at U.S. federal statutory rate
|
$
|
1,251
|
|
|
$
|
1,015
|
|
|
$
|
1,539
|
|
Adjustment due to:
|
|
|
|
|
|
|
|
|
|||
Foreign rate differential
|
210
|
|
|
210
|
|
|
(458
|
)
|
|||
Innovation Box Tax benefit
|
(443
|
)
|
|
(435
|
)
|
|
(397
|
)
|
|||
Tax Act - Remeasurement of deferred tax balances
|
—
|
|
|
(2
|
)
|
|
(217
|
)
|
|||
Tax Act - U.S. transition tax and other transition impacts
|
(17
|
)
|
|
(46
|
)
|
|
1,563
|
|
|||
Other
|
92
|
|
|
95
|
|
|
28
|
|
|||
Income tax expense
|
$
|
1,093
|
|
|
$
|
837
|
|
|
$
|
2,058
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefit — January 1
|
$
|
45
|
|
|
$
|
32
|
|
|
$
|
33
|
|
Gross increases — tax positions in current period
|
3
|
|
|
1
|
|
|
5
|
|
|||
Gross increases — tax positions in prior periods
|
11
|
|
|
19
|
|
|
5
|
|
|||
Gross decreases — tax positions in prior periods
|
(3
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|||
Reduction due to lapse in statute of limitations
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Reduction due to settlements during the current period
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Unrecognized tax benefit — December 31
|
$
|
56
|
|
|
$
|
45
|
|
|
$
|
32
|
|
16.
|
COMMITMENTS AND CONTINGENCIES
|
17.
|
BENEFIT PLANS
|
18.
|
GEOGRAPHIC INFORMATION
|
|
United
States
|
|
International
|
|
Total
Company
|
|
||||||||||
|
|
The Netherlands
|
|
Other
|
|
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenues
|
$
|
1,537
|
|
|
$
|
11,686
|
|
|
$
|
1,843
|
|
|
$
|
15,066
|
|
|
Intangible assets, net
|
1,552
|
|
|
94
|
|
|
308
|
|
|
1,954
|
|
|
||||
Goodwill
|
1,813
|
|
|
461
|
|
|
639
|
|
|
2,913
|
|
|
||||
Other long-lived assets (1)
|
201
|
|
|
1,278
|
|
|
345
|
|
|
1,824
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2018 (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenues
|
$
|
1,536
|
|
(3)
|
$
|
11,348
|
|
|
$
|
1,643
|
|
|
$
|
14,527
|
|
(3)
|
Intangible assets, net
|
1,665
|
|
|
112
|
|
|
348
|
|
|
2,125
|
|
|
||||
Goodwill
|
1,807
|
|
|
461
|
|
|
642
|
|
|
2,910
|
|
|
||||
Other long-lived assets
|
152
|
|
|
436
|
|
|
196
|
|
|
784
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2017 (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenues
|
$
|
1,620
|
|
(4)
|
$
|
9,735
|
|
|
$
|
1,326
|
|
|
$
|
12,681
|
|
(4)
|
Intangible assets, net
|
1,790
|
|
|
44
|
|
|
343
|
|
|
2,177
|
|
|
||||
Goodwill
|
1,807
|
|
|
342
|
|
|
589
|
|
|
2,738
|
|
|
||||
Other long-lived assets
|
124
|
|
|
311
|
|
|
151
|
|
|
586
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
2,837
|
|
|
$
|
3,850
|
|
|
$
|
5,040
|
|
|
$
|
3,339
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
765
|
|
|
979
|
|
|
1,950
|
|
|
1,171
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common stockholders per basic common share
|
$
|
17.01
|
|
|
$
|
22.62
|
|
|
$
|
46.01
|
|
|
$
|
28.07
|
|
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common stockholders per diluted common share
|
$
|
16.85
|
|
|
$
|
22.44
|
|
|
$
|
45.54
|
|
|
$
|
27.75
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
2,928
|
|
|
$
|
3,537
|
|
|
$
|
4,849
|
|
|
$
|
3,213
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
607
|
|
|
977
|
|
|
1,768
|
|
|
646
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common stockholders per
basic common share
|
$
|
12.56
|
|
|
$
|
20.34
|
|
|
$
|
37.39
|
|
|
$
|
14.00
|
|
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common stockholders per diluted common share
|
$
|
12.34
|
|
|
$
|
20.13
|
|
|
$
|
37.02
|
|
|
$
|
13.86
|
|
Current assets (1)
|
|
$
|
50
|
|
Identifiable intangible assets (2)
|
|
333
|
|
|
Goodwill (3)
|
|
288
|
|
|
Property and equipment
|
|
1
|
|
|
Total liabilities (4)
|
|
(116
|
)
|
|
Total consideration
|
|
$
|
556
|
|
•
|
equal in right of payment with any other senior unsecured indebtedness of ours, including our currently outstanding senior notes and any borrowings under our revolving credit facility;
|
•
|
senior in right of payment to any future indebtedness of ours that is contractually subordinated to the notes;
|
•
|
structurally subordinated to the claims of our subsidiaries' creditors, including trade creditors; and
|
•
|
effectively subordinated to any secured indebtedness of ours to the extent of the value of the collateral securing such indebtedness.
|
(1)
|
100% of the principal amount of the notes to be redeemed; and
|
(2)
|
an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of such notes calculated as if the maturity date of such notes was the Par Call Date, not including any portion of the payments of interest accrued to the Redemption Date, discounted to such Redemption Date on an annual basis at the Comparable Government Bond Rate, plus 25 basis points plus, in the case of each of (1) and (2), accrued and unpaid interest on the notes, if any, to, but excluding, such Redemption Date.
|
(1)
|
to the extent any tax, assessment or other governmental charge is imposed by reason of the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
a.
|
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
|
b.
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States;
|
c.
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax;
|
d.
|
being or having been a "10-percent shareholder" of ours as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the "Code") or any successor provision; or
|
e.
|
being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;
|
(2)
|
to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
|
(3)
|
to the extent any tax, assessment or other governmental charge would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
(4)
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding or deduction by us or a paying agent from the payment;
|
(5)
|
to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of notes;
|
(6)
|
to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
(7)
|
to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
|
(8)
|
in the case of any combination of items (1), (2), (3), (4), (5), (6), and (7).
|
(1)
|
we or such Restricted Subsidiary would be entitled to create a Lien on such property securing the Attributable Debt associated with such Sale/Leaseback Transaction without equally and ratably securing the notes pursuant to the covenant described under "—Limitation on Liens";
|
(2)
|
the net proceeds of the sale of the property to be leased are at least equal to such property's fair market value, as determined by our board of directors, and the proceeds are applied within 365 days of the effective date of the Sale/Leaseback Transaction to the purchase, construction, development or acquisition of assets or to the repayment of any of our Indebtedness that ranks equally with the notes or any Indebtedness of one or more Restricted Subsidiaries; provided that the amount required to be applied to the repayment of any such Indebtedness pursuant to this clause (2) shall be reduced by the principal amount of any notes delivered within 365 days after such sale to the trustee for retirement and cancellation;
|
(3)
|
such transaction was entered into prior to the Issue Date;
|
(4)
|
such transaction involves a lease for not more than three years (or which may be terminated by us or a Restricted Subsidiary within a period of not more than three years);
|
(5)
|
such transaction was for the sale and lease between only us and a Subsidiary of ours or only between our Subsidiaries; or
|
(6)
|
such transaction involves a sale and lease of property executed by the time of, or within 18 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property.
|
(1)
|
default in any payment of interest on any note when due and payable and the default continues for a period of 30 days;
|
(2)
|
default in the payment of principal of any note when due and payable at its stated maturity, upon acceleration or otherwise;
|
(3)
|
failure by us to comply with our obligations under "—Consolidation, Merger and Sale of Assets";
|
(4)
|
failure by us for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the notes then outstanding has been received to comply with any of our other covenants or agreements contained in the notes or indenture;
|
(5)
|
default by us or any majority owned subsidiary in the payment of the principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced any debt for money borrowed in excess of $75 million in the aggregate of ours and/or any subsidiary, whether such debt now exists or shall hereafter be created, which default results in such debt becoming or being declared due and payable, and such acceleration shall not have been rescinded or annulled within 30 days after written notice of such acceleration has been received by us or such subsidiary; or
|
(6)
|
certain events of bankruptcy, insolvency or reorganization (the "bankruptcy provisions") of us or any of our significant subsidiaries as defined in Rule 1-02 of Regulation S-X promulgated by the SEC as in effect on the date of the indenture.
|
(1)
|
such holder has previously given the trustee notice that an Event of Default is continuing;
|
(2)
|
holders of at least 25% in principal amount of the outstanding notes have requested the trustee in writing to pursue the remedy;
|
(3)
|
such holders have offered the trustee security or indemnity satisfactory to it against any loss, liability or expense;
|
(4)
|
the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and
|
(5)
|
the holders of a majority in principal amount of the outstanding notes have not given the trustee a direction that is inconsistent with such request within such 60-day period.
|
(1)
|
make any change to the percentage of principal amount of the notes the holders of which must consent to an amendment;
|
(2)
|
reduce the principal amount of, premium, or interest on, or extend the stated maturity or interest payment periods, of the notes;
|
(3)
|
make any note payable in money or securities other than as stated in the note;
|
(4)
|
impair the right to institute suit for the enforcement of any payment with respect to the notes; or
|
(5)
|
waive a default in payment of principal of, premium, if any, or interest on the notes or modify any provisions of the indenture relating to modification or amendment thereof.
|
(1)
|
to evidence the succession of another person pursuant to the provisions of the indenture relating to consolidations, mergers and sales of assets and the assumption by such successor of the covenants, agreements and obligations in the indenture and in the notes;
|
(2)
|
to surrender any right or power conferred upon us by the indenture, to add to our covenants such further covenants, restrictions, conditions or provisions for the protection of the holders of the notes as our board of directors considers to be for the protection of the holders of such debt securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default under the indenture (provided, however, that with respect to any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a period of grace after default, which may be shorter or longer than that allowed in the case of other defaults, may provide for an immediate enforcement upon such default, may limit the remedies available to the trustee upon such default or may limit the right of holders of a majority in aggregate principal amount of the notes to waive such default);
|
(3)
|
to cure any ambiguity or correct or supplement any provision contained in the indenture, in any supplemental indenture or in any note that may be defective or inconsistent with any other provision contained therein;
|
(4)
|
to convey, transfer, assign, mortgage or pledge any property to or with the trustee, or to make such other provisions in regard to matters or questions arising under the indenture as will not adversely affect in any material respect the interests of any holders of the notes;
|
(5)
|
to modify or amend the indenture in such a manner as to permit the qualification of the indenture or any supplemental indenture under the Trust Indenture Act as then in effect;
|
(6)
|
to add guarantees with respect to the notes or to secure the notes;
|
(7)
|
to add to, change, or eliminate any of the provisions of the indenture with respect to the notes, so long as any such addition, change or elimination not otherwise permitted under the indenture will (a) neither apply to any note created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the holders of any such note with respect to such provision or (b) become effective only when there is no such note outstanding;
|
(8)
|
to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the notes and to add to or change any of the provisions of the indenture as is necessary to provide for or facilitate the administration of the indenture by more than one trustee; or
|
(9)
|
to make any change that does not adversely affect the rights of any holder in any material respect.
|
(1)
|
we irrevocably deposit in trust with the trustee cash or U.S. Government obligations or a combination thereof for the payment of principal of and interest on the outstanding notes to maturity or the applicable redemption date;
|
(2)
|
such legal defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) binding on us;
|
(3)
|
no default or Event of Default has occurred and is continuing either (a) on the date of such deposit (other than a default or Event of Default resulting from the borrowing of funds to be applied to such deposit), (b) insofar as defaults arising out of the bankruptcy provisions are concerned, at any time during the period ending on the 91st day after the date of deposit or (c) at any time during the period ending on the 123rd day after the date of deposit (other than a default or Event of Default resulting from the borrowing of funds to be applied to such deposit);
|
(4)
|
in the case of the legal defeasance option, we deliver to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee stating that: a) we have received from the U.S. Internal Revenue Service ("IRS") a letter ruling, or there has been published by the IRS a Revenue Ruling, or b) since the date of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;
|
(5)
|
in the case of the covenant defeasance option, we deliver to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee to the effect that the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;
|
(6)
|
we deliver to the trustee an opinion of counsel to the effect that on the 123rd day after the date of deposit, the trust funds deposited will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;
|
(7)
|
we deliver to the trustee an officers' certificate stating that the deposit was not made with the intent of preferring the holders of the notes over any other of our creditors or with the intent of defeating, hindering, delaying or defrauding any other of our creditors; and
|
(8)
|
we deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent to the legal defeasance or covenant defeasance have been complied with as required by the indenture.
|
(1)
|
the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated); and
|
(2)
|
the Attributable Debt determined assuming no such termination.
|
(1)
|
the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;
|
(2)
|
statements and pronouncements of the Financial Accounting Standards Board;
|
(3)
|
such other statements by such other entity as approved by a significant segment of the accounting profession; and
|
(4)
|
the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.
|
(1)
|
interest rate swap agreements and other agreements designed to hedge or reduce the risk of interest rate fluctuations; and
|
(2)
|
agreements or arrangements designed to hedge or reduce the risk of fluctuations in currency exchange rates or commodity prices.
|
(1)
|
Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Subsidiaries at the time the Lien is incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred more than 18 months after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;
|
(2)
|
Liens existing on the Issue Date;
|
(3)
|
Liens on assets (including shares of Capital Stock) of another Person at the time such other Person becomes a Subsidiary of such Person (other than a Lien incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Person becomes such a Subsidiary); provided, however, that the Liens may not extend to any other categories of assets owned by such Person or any of its Subsidiaries (other than assets and property affixed or appurtenant thereto);
|
(4)
|
Liens on assets at the time such Person or any of its Subsidiaries acquires the assets, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person (other than a Lien incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Person or any of its Subsidiaries acquired such assets); provided, however, that the Liens may not extend to any other categories of assets owned by such Person or any of its Subsidiaries (other than assets and property affixed or appurtenant thereto);
|
(5)
|
Liens securing Indebtedness or other obligations of a Restricted Subsidiary of such Person owing to such Person or to another Restricted Subsidiary of such Person;
|
(6)
|
Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by us or any Restricted Subsidiary in the ordinary course of business;
|
(7)
|
Liens incurred to secure cash management services in the ordinary course of business or on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
|
(8)
|
Liens created to secure the notes and Liens in favor of the trustee granted in accordance with the indenture;
|
(9)
|
Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, including Liens or trade letters of credit in favor of any governmental entity, including the United States or any state, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of any such entity, to secure partial, progress, advance or other payments pursuant to any contract or statute;
|
(10)
|
Liens on the Capital Stock of a Subsidiary that is not a Restricted Subsidiary;
|
(11)
|
purported Liens evidenced by the filing of precautionary UCC financing statements; and
|
(12)
|
any extensions, renewals or replacements of any Lien referred to in clauses (1) through (11) without increase of the principal of the Indebtedness secured by such Lien (except to the extent of any fees, premiums or other costs associated with any such extension, renewal or replacement); provided, however, that any Liens permitted by any of clauses (1) through (11) do not extend to or cover any of our properties or any of our Restricted Subsidiaries, as the case may be, other than the property specified in such clauses and improvements to such property.
|
(1)
|
any Subsidiary primarily engaged in financing receivables or in the finance business; or
|
(2)
|
any Subsidiary that is not a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X.
|
(1)
|
such Person;
|
(2)
|
such Person and one or more Subsidiaries of such Person; or
|
(3)
|
one or more Subsidiaries of such Person.
|
•
|
equal in right of payment with any other senior unsecured indebtedness of ours, including our currently outstanding senior notes and any borrowings under our revolving credit facility;
|
•
|
senior in right of payment to any future indebtedness of ours that is contractually subordinated to the notes;
|
•
|
structurally subordinated to the claims of our subsidiaries' creditors, including trade creditors; and
|
•
|
effectively subordinated to any secured indebtedness of ours to the extent of the value of the collateral securing such indebtedness.
|
•
|
100% of the aggregate principal amount of the notes to be redeemed; and
|
•
|
an amount equal to the sum of the present values of the remaining scheduled payments for principal and interest on the notes to be redeemed that would be due if such notes matured on the Par Call Date, not including any portion of the payments of interest accrued as of such Redemption Date, discounted to such Redemption Date on an annual basis at the Comparable Government Bond Rate, plus 35 basis points;
|
(1)
|
to the extent any tax, assessment or other governmental charge is imposed by reason of the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
a.
|
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
|
b.
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States;
|
c.
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax;
|
d.
|
being or having been a "10-percent shareholder" of ours as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the "Code") or any successor provision; or
|
e.
|
being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;
|
(2)
|
to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
|
(3)
|
to the extent any tax, assessment or other governmental charge would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
(4)
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding or deduction by us or a paying agent from the payment;
|
(5)
|
to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of notes;
|
(6)
|
to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive;
|
(7)
|
to any tax, assessment or other governmental charge required to be withheld or deducted by any paying agent from any payment of principal of or interest on any note as a result of the presentation of any note for payment (where presentation is required) by or on behalf of a holder of notes, if such payment could have been made without such withholding or deduction by presenting the relevant note to at least one other paying agent in a member state of the European Union;
|
(8)
|
to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
(9)
|
to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
|
(10)
|
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), and (9).
|
(1)
|
we or such Restricted Subsidiary would be entitled to create a Lien on such property securing the Attributable Debt associated with such Sale/Leaseback Transaction without equally and ratably securing the notes pursuant to the covenant described under "—Limitation on Liens";
|
(2)
|
the net proceeds of the sale of the property to be leased are at least equal to such property's fair market value, as determined by our board of directors, and the proceeds are applied within 365 days of the effective date of the Sale/Leaseback Transaction to the purchase, construction, development or acquisition of assets or to the repayment of any of our Indebtedness that ranks equally with the notes or any Indebtedness of one or more Restricted Subsidiaries; provided that the amount required to be applied to the repayment of any such Indebtedness pursuant to this clause (2) shall be reduced by the principal amount of any notes delivered within 365 days after such sale to the trustee for retirement and cancellation;
|
(3)
|
such transaction was entered into prior to the Issue Date;
|
(4)
|
such transaction involves a lease for not more than three years (or which may be terminated by us or a Restricted Subsidiary within a period of not more than three years);
|
(5)
|
such transaction was for the sale and lease between only us and a Subsidiary of ours or only between our Subsidiaries; or
|
(6)
|
such transaction involves a sale and lease of property executed by the time of, or within 18 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property.
|
(1)
|
default in any payment of interest on any note when due and payable and the default continues for a period of 30 days;
|
(2)
|
default in the payment of principal of any note when due and payable at its stated maturity, upon acceleration or otherwise;
|
(3)
|
failure by us to comply with our obligations under "—Consolidation, Merger and Sale of Assets";
|
(4)
|
failure by us for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the notes then outstanding has been received to comply with any of our other covenants or agreements contained in the notes or indenture;
|
(5)
|
default by us or any majority owned subsidiary in the payment of the principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced any debt for money borrowed in excess of $75 million in the aggregate of ours and/or any subsidiary, whether such debt now exists or shall hereafter be created, which default results in such debt becoming or being declared due and payable, and such acceleration shall not have been rescinded or annulled within 30 days after written notice of such acceleration has been received by us or such subsidiary; or
|
(6)
|
certain events of bankruptcy, insolvency, or reorganization (the "bankruptcy provisions") of us or any of our significant subsidiaries as defined in Rule 1-02 of Regulation S-X promulgated by the SEC as in effect on the original date of issuance of the notes.
|
(1)
|
such holder has previously given the trustee notice that an Event of Default is continuing;
|
(2)
|
holders of at least 25% in principal amount of the outstanding notes have requested the trustee in writing to pursue the remedy;
|
(3)
|
such holders have offered the trustee security or indemnity satisfactory to it against any loss, liability or expense;
|
(4)
|
the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and
|
(5)
|
the holders of a majority in principal amount of the outstanding notes have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such request within such 60-day period.
|
(1)
|
make any change to the percentage of principal amount of the notes the holders of which must consent to an amendment;
|
(2)
|
reduce the principal amount of, premium, or interest on, or extend the stated maturity or interest payment periods, of the notes;
|
(3)
|
make any note payable in money or securities other than as stated in the note;
|
(4)
|
impair the right to institute suit for the enforcement of any payment with respect to the notes; or
|
(5)
|
waive a default in payment of principal of, premium, if any, or interest on the notes or modify any provisions of the indenture relating to modification or amendment thereof.
|
(1)
|
to evidence the succession of another person pursuant to the provisions of the indenture relating to consolidations, mergers and sales of assets and the assumption by such successor of the covenants, agreements and obligations in the indenture and in the notes;
|
(2)
|
to surrender any right or power conferred upon us by the indenture, to add to our covenants such further covenants, restrictions, conditions or provisions for the protection of the holders of the notes as our board of directors considers to be for the protection of the holders of such debt securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default under the indenture (provided, however, that with respect to any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a period of grace after default, which may be shorter or longer than that allowed in the case of other defaults, may provide for an immediate enforcement upon such default, may limit the remedies available to the trustee upon such default or may limit the right of holders of a majority in aggregate principal amount of the notes to waive such default);
|
(3)
|
to cure any ambiguity or correct or supplement any provision contained in the indenture, in any supplemental indenture or in any note that may be defective or inconsistent with any other provision contained therein;
|
(4)
|
to convey, transfer, assign, mortgage or pledge any property to or with the trustee, or to make such other provisions in regard to matters or questions arising under the indenture as will not adversely affect in any material respect the interests of any holders of the notes;
|
(5)
|
to modify or amend the indenture in such a manner as to permit the qualification of the indenture or any supplemental indenture under the Trust Indenture Act as then in effect;
|
(6)
|
to add guarantees with respect to the notes or to secure the notes;
|
(7)
|
to add to, change, or eliminate any of the provisions of the indenture with respect to the notes, so long as any such addition, change or elimination not otherwise permitted under the indenture will (a) neither apply to any note created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the holders of any such note with respect to such provision or (b) become effective only when there is no such note outstanding;
|
(8)
|
to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the notes and to add to or change any of the provisions of the indenture as is necessary to provide for or facilitate the administration of the indenture by more than one trustee; or
|
(9)
|
to make any change that does not adversely affect the rights of any holder in any material respect.
|
(1)
|
we irrevocably deposit in trust with the trustee cash or U.S. Government obligations or a combination thereof for the payment of principal of and interest on the notes to maturity;
|
(2)
|
such legal defeasance or covenant defeasance does not constitute a default under the indenture or any other material agreement or instrument binding us;
|
(3)
|
no default or Event of Default has occurred and is continuing on the date of such deposit and, with respect to defeasance only, at any time during the period ending on the 123rd day after the date of such deposit (other than, if applicable, a default or Event of Default with respect to the notes resulting from the borrowing of funds to be applied to such deposits);
|
(4)
|
in the case of the legal defeasance option, we deliver to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee stating that: a) we have received from the U.S. Internal Revenue Service ("IRS") a letter ruling, or there has been published by the IRS a Revenue Ruling, or b) since the date of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;
|
(5)
|
in the case of the covenant defeasance option, we deliver to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee to the effect that the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;
|
(6)
|
we deliver to the trustee an opinion of counsel to the effect that, after the 123rd day after the date of deposit, all money and U.S. Government obligations (or other property as may be provided pursuant to the terms of the indenture) (including the proceeds thereof) deposited or caused to be deposited with the trustee to be held in trust will not be subject to any case or proceeding (whether voluntary or involuntary) in respect of us under any U.S. Federal or state bankruptcy, insolvency, reorganization or other similar law, or any decree or order for relief in respect of us issued in connection therewith; and
|
(7)
|
we deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent to the legal defeasance and discharge of the notes have been complied with as required by the indenture.
|
(1)
|
the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated); and
|
(2)
|
the Attributable Debt determined assuming no such termination.
|
(1)
|
the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;
|
(2)
|
statements and pronouncements of the Financial Accounting Standards Board;
|
(3)
|
such other statements by such other entity as approved by a significant segment of the accounting profession; and
|
(4)
|
the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.
|
(1)
|
interest rate swap agreements and other agreements designed to hedge or reduce the risk of interest rate fluctuations; and
|
(2)
|
agreements or arrangements designed to hedge or reduce the risk of fluctuations in currency exchange rates or commodity prices.
|
(1)
|
Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Subsidiaries at the time the Lien is incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred more than 18 months after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;
|
(2)
|
Liens existing on the Issue Date;
|
(3)
|
Liens on assets (including shares of Capital Stock) of another Person at the time such other Person becomes a Subsidiary of such Person (other than a Lien incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Person becomes such a Subsidiary); provided, however, that the Liens may not extend to any other categories of assets owned by such Person or any of its Subsidiaries (other than assets and property affixed or appurtenant thereto);
|
(4)
|
Liens on assets at the time such Person or any of its Subsidiaries acquires the assets, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person (other than a Lien incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Person or any of its Subsidiaries acquired such assets); provided, however, that the Liens may not extend to any other categories of assets owned by such Person or any of its Subsidiaries (other than assets and property affixed or appurtenant thereto);
|
(5)
|
Liens securing Indebtedness or other obligations of a Restricted Subsidiary of such Person owing to such Person or to another Restricted Subsidiary of such Person;
|
(6)
|
Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by us or any Restricted Subsidiary in the ordinary course of business;
|
(7)
|
Liens incurred to secure cash management services in the ordinary course of business or on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
|
(8)
|
Liens created to secure the notes and Liens in favor of the trustee granted in accordance with the indenture;
|
(9)
|
Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, including Liens or trade letters of credit in favor of any governmental entity, including the United States or any state, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of any such entity, to secure partial, progress, advance or other payments pursuant to any contract or statute;
|
(10)
|
Liens on the Capital Stock of a Subsidiary that is not a Restricted Subsidiary;
|
(11)
|
purported Liens evidenced by the filing of precautionary UCC financing statements; and
|
(12)
|
any extensions, renewals or replacements of any Lien referred to in clauses (1) through (11) without increase of the principal of the Indebtedness secured by such Lien (except to the extent of any fees, premiums or other costs associated with any such extension, renewal or replacement); provided, however, that any Liens permitted by any of clauses (1) through (11) do not extend to or cover any of our properties or any of our Restricted Subsidiaries, as the case may be, other than the property specified in such clauses and improvements to such property.
|
(1)
|
any Subsidiary primarily engaged in financing receivables or in the finance business; or
|
(2)
|
any Subsidiary that is not a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X.
|
(1)
|
such Person;
|
(2)
|
such Person and one or more Subsidiaries of such Person; or
|
(3)
|
one or more Subsidiaries of such Person.
|
•
|
equal in right of payment with any other senior unsecured indebtedness of ours, including our currently outstanding senior notes and any borrowings under our revolving credit facility;
|
•
|
senior in right of payment to any future indebtedness of ours that is contractually subordinated to the notes;
|
•
|
structurally subordinated to the claims of our subsidiaries' creditors, including trade creditors; and
|
•
|
effectively subordinated to any secured indebtedness of ours to the extent of the value of the collateral securing such indebtedness.
|
•
|
100% of the aggregate principal amount of the notes to be redeemed; and
|
•
|
an amount equal to the sum of the present values of the remaining scheduled payments for principal and interest on the notes, not including any portion of the payments of interest accrued as of such Redemption Date, discounted to such Redemption Date on an annual basis at the Comparable Government Bond Rate, plus 25 basis points;
|
(1)
|
to the extent any tax, assessment or other governmental charge is imposed by reason of the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
a.
|
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
|
b.
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States;
|
c.
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax;
|
d.
|
being or having been a "10-percent shareholder" of ours as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the "Code") or any successor provision; or
|
e.
|
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;
|
(2)
|
to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
|
(3)
|
to the extent any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
(4)
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;
|
(5)
|
to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of notes;
|
(6)
|
to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive;
|
(7)
|
to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note as a result of the presentation of any note for payment (where presentation is required) by or on behalf of a holder of notes, if such payment could have been made without such withholding by presenting the relevant note to at least one other paying agent in a member state of the European Union;
|
(8)
|
to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
(9)
|
to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
|
(10)
|
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), and (9).
|
(1)
|
we or such Restricted Subsidiary would be entitled to create a Lien on such property securing the Attributable Debt associated with such Sale/Leaseback Transaction without equally and ratably securing the notes pursuant to the covenant described under "—Limitation on Liens";
|
(2)
|
the net proceeds of the sale of the property to be leased are at least equal to such property's fair market value, as determined by our board of directors, and the proceeds are applied within 365 days of the effective date of the Sale/Leaseback Transaction to the purchase, construction, development or acquisition of assets or to the repayment of any of our Indebtedness that ranks equally with the notes or any Indebtedness of one or more Restricted Subsidiaries; provided that the amount required to be applied to the repayment of any such Indebtedness pursuant to this clause (2) shall be reduced by the principal amount of any notes delivered within 365 days after such sale to the trustee for retirement and cancellation;
|
(3)
|
such transaction was entered into prior to the date of the initial issuance of the notes under the indenture;
|
(4)
|
such transaction involves a lease for not more than three years (or which may be terminated by us or a Restricted Subsidiary within a period of not more than three years);
|
(5)
|
such transaction was for the sale and lease between only us and a Subsidiary of ours or only between our Subsidiaries; or
|
(6)
|
such transaction involves a sale and lease of property executed by the time of, or within 18 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property.
|
(1)
|
default in any payment of interest on any note when due and payable and the default continues for a period of 30 days;
|
(2)
|
default in the payment of principal of any note when due and payable at its stated maturity, upon acceleration or otherwise;
|
(3)
|
failure by us to comply with our obligations under "—Consolidation, Merger and Sale of Assets";
|
(4)
|
failure by us for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the notes then outstanding has been received to comply with any of our other covenants or agreements contained in the notes or indenture;
|
(5)
|
default by us or any majority owned subsidiary in the payment of the principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced any debt for money borrowed in excess of $50 million, in the aggregate of ours and/or any subsidiary, whether such debt now exists or shall hereafter be created, which default results in such debt becoming or being declared due and payable, and such acceleration shall not have been rescinded or annulled within 30 days after written notice of such acceleration has been received by us or such subsidiary; or
|
(6)
|
certain events of bankruptcy, insolvency, or reorganization (the "bankruptcy provisions") of us or any of our significant subsidiaries as defined in Rule 1-02 of Regulation S-X promulgated by the SEC as in effect on the original date of issuance of the notes.
|
(1)
|
such holder has previously given the trustee notice that an Event of Default is continuing;
|
(2)
|
holders of at least 25% in principal amount of the outstanding notes have requested the trustee in writing to pursue the remedy;
|
(3)
|
such holders have offered the trustee security or indemnity satisfactory to it against any loss, liability or expense;
|
(4)
|
the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and
|
(5)
|
the holders of a majority in principal amount of the outstanding notes have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such request within such 60-day period.
|
(1)
|
make any change to the percentage of principal amount of the notes the holders of which must consent to an amendment;
|
(2)
|
reduce the principal amount of, premium, or interest on, or extend the stated maturity or interest payment periods, of the notes;
|
(3)
|
change the place or currency of payment of principal or interest in respect of any note;
|
(4)
|
impair the right to institute suit for the enforcement of any payment with respect to the notes; or
|
(5)
|
waive a default in payment of principal of, premium, if any, or interest on the notes or modify any provisions of the indenture relating to modification or amendment thereof.
|
(1)
|
to evidence the succession of another person pursuant to the provisions of the indenture relating to consolidations, mergers and sales of assets and the assumption by such successor of the covenants, agreements and obligations in the indenture and in the notes;
|
(2)
|
to surrender any right or power conferred upon us by the indenture, to add to our covenants such further covenants, restrictions, conditions or provisions for the protection of the holders of the notes as our board of directors considers to be for the protection of the holders of such debt securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default under the indenture (provided, however, that with respect to any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a period of grace after default, which may be shorter or longer than that allowed in the case of other defaults, may provide for an immediate enforcement upon such default, may limit the remedies available to the trustee upon such default or may limit the right of holders of a majority in aggregate principal amount of the notes to waive such default);
|
(3)
|
to cure any ambiguity or correct or supplement any provision contained in the indenture, in any supplemental indenture or in any note that may be defective or inconsistent with any other provision contained therein;
|
(4)
|
to convey, transfer, assign, mortgage or pledge any property to or with the trustee, or to make such other provisions in regard to matters or questions arising under the indenture as will not adversely affect in any material respect the interests of any holders of the notes;
|
(5)
|
to modify or amend the indenture in such a manner as to permit the qualification of the indenture or any supplemental indenture under the Trust Indenture Act as then in effect;
|
(6)
|
to add guarantees with respect to the notes or to secure the notes;
|
(7)
|
to add to, change, or eliminate any of the provisions of the indenture with respect to the notes, so long as any such addition, change or elimination not otherwise permitted under the indenture will (a) neither apply to any note created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the holders of any such note with respect to such provision or (b) become effective only when there is no such note outstanding;
|
(8)
|
to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the notes and to add to or change any of the provisions of the indenture as is necessary to provide for or facilitate the administration of the indenture by more than one trustee; or
|
(9)
|
to make any change that does not adversely affect the rights of any holder in any material respect.
|
(1)
|
we irrevocably deposit in trust with the trustee cash or U.S. Government obligations or a combination thereof for the payment of principal of and interest on the notes to maturity;
|
(2)
|
such legal defeasance or covenant defeasance does not constitute a default under the indenture or any other material agreement or instrument binding us;
|
(3)
|
no default or event of default has occurred and is continuing on the date of such deposit and, with respect to defeasance only, at any time during the period ending on the 123rd day after the date of such deposit (other than, if applicable, a default or event of default with respect to the notes resulting from the borrowing of funds to be applied to such deposits);
|
(4)
|
in the case of the legal defeasance option, we deliver to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee stating that: a) we have received from the U.S. Internal Revenue Service ("IRS") a letter ruling, or there has been published by the IRS a Revenue Ruling, or b) since the date of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;
|
(5)
|
in the case of the covenant defeasance option, we deliver to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee to the effect that the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;
|
(6)
|
we deliver to the trustee an opinion of counsel to the effect that, after the 123rd day after the date of deposit, all money and U.S. Government obligations (or other property as may be provided pursuant to the terms of the indenture) (including the proceeds thereof) deposited or caused to be deposited with the trustee to be held in trust will not be subject to any case or proceeding (whether voluntary or involuntary) in respect of us under any U.S. Federal or state bankruptcy, insolvency, reorganization or other similar law, or any decree or order for relief in respect of us issued in connection therewith; and
|
(7)
|
we deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent to the legal defeasance and discharge of the notes have been complied with as required by the indenture.
|
(1)
|
the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;
|
(2)
|
statements and pronouncements of the Financial Accounting Standards Board;
|
(3)
|
such other statements by such other entity as approved by a significant segment of the accounting profession; and
|
(4)
|
the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.
|
(1)
|
interest rate swap agreements and other agreements designed to hedge or reduce the risk of interest rate fluctuations; and
|
(2)
|
agreements or arrangements designed to hedge or reduce the risk of fluctuations in currency exchange rates or commodity prices.
|
(1)
|
Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Subsidiaries at the time the Lien is incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred more than 18 months after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;
|
(2)
|
Liens existing on the Issue Date;
|
(3)
|
Liens on assets (including shares of Capital Stock) of another Person at the time such other Person becomes a Subsidiary of such Person (other than a Lien incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Person becomes such a Subsidiary); provided, however, that the Liens may not extend to any other categories of assets owned by such Person or any of its Subsidiaries (other than assets and property affixed or appurtenant thereto);
|
(4)
|
Liens on assets at the time such Person or any of its Subsidiaries acquires the assets, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person (other than a Lien incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Person or any of its Subsidiaries acquired such assets); provided, however, that the Liens may not extend to any other categories of assets owned by such Person or any of its Subsidiaries (other than assets and property affixed or appurtenant thereto);
|
(5)
|
Liens securing Indebtedness or other obligations of a Restricted Subsidiary of such Person owing to such Person or to another Restricted Subsidiary of such Person;
|
(6)
|
Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by us or any Restricted Subsidiary in the ordinary course of business;
|
(7)
|
Liens incurred to secure cash management services in the ordinary course of business or on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
|
(8)
|
Liens created to secure the notes and Liens in favor of the trustee granted in accordance with the indenture;
|
(9)
|
Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, including Liens or trade letters of credit in favor of any governmental entity, including the United States or any state, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of any such entity, to secure partial, progress, advance or other payments pursuant to any contract or statute;
|
(10)
|
Liens on the Capital Stock of a Subsidiary that is not a Restricted Subsidiary;
|
(11)
|
purported Liens evidenced by the filing of precautionary UCC financing statements; and
|
(12)
|
any extensions, renewals or replacements of any Lien referred to in clauses (1) through (11) without increase of the principal of the Indebtedness secured by such Lien (except to the extent of any fees, premiums or other costs associated with any such extension, renewal or replacement); provided, however, that any Liens permitted by any of clauses (1) through (11) do not extend to or cover any of our properties or any of our Restricted Subsidiaries, as the case may be, other than the property specified in such clauses and improvements to such property.
|
(1)
|
any Subsidiary primarily engaged in financing receivables or in the finance business; or
|
(2)
|
any Subsidiary that is not a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X.
|
(1)
|
such Person;
|
(2)
|
such Person and one or more Subsidiaries of such Person; or
|
(3)
|
one or more Subsidiaries of such Person.
|
•
|
equal in right of payment with any other senior unsecured indebtedness of ours, including our currently outstanding senior notes and any borrowings under our revolving credit facility;
|
•
|
senior in right of payment to any future indebtedness of ours that is contractually subordinated to the notes;
|
•
|
structurally subordinated to the claims of our subsidiaries' creditors, including trade creditors; and
|
•
|
effectively subordinated to any secured indebtedness of ours to the extent of the value of the collateral securing such indebtedness.
|
•
|
100% of the aggregate principal amount of the notes to be redeemed; and
|
•
|
an amount equal to the sum of the present values of the remaining scheduled payments for principal and interest on the notes, not including any portion of the payments of interest accrued as of such Redemption Date, discounted to such Redemption Date on an annual basis at the Comparable Government Bond Rate, plus 25 basis points;
|
(1)
|
to the extent any tax, assessment or other governmental charge is imposed by reason of the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
a.
|
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
|
b.
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States;
|
c.
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax;
|
d.
|
being or having been a "10-percent shareholder" of ours as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the "Code") or any successor provision; or
|
e.
|
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;
|
(2)
|
to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
|
(3)
|
to the extent any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
(4)
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;
|
(5)
|
to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of notes;
|
(6)
|
to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive;
|
(7)
|
to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note as a result of the presentation of any note for payment (where presentation is required) by or on behalf of a holder of notes, if such payment could have been made without such withholding by presenting the relevant note to at least one other paying agent in a member state of the European Union; to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
(8)
|
to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
|
(9)
|
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), and (9).
|
(1)
|
we or such Restricted Subsidiary would be entitled to create a Lien on such property securing the Attributable Debt associated with such Sale/Leaseback Transaction without equally and ratably securing the notes pursuant to the covenant described under "—Limitation on Liens";
|
(2)
|
the net proceeds of the sale of the property to be leased are at least equal to such property's fair market value, as determined by our board of directors, and the proceeds are applied within 365 days of the effective date of the Sale/Leaseback Transaction to the purchase, construction, development or acquisition of assets or to the repayment of any of our Indebtedness that ranks equally with the notes or any Indebtedness of one or more Restricted Subsidiaries; provided that the amount required to be applied to the repayment of any such Indebtedness pursuant to this clause (2) shall be reduced by the principal amount of any notes delivered within 365 days after such sale to the trustee for retirement and cancellation;
|
(3)
|
such transaction was entered into prior to the date of the initial issuance of the notes under the indenture;
|
(4)
|
such transaction involves a lease for not more than three years (or which may be terminated by us or a Restricted Subsidiary within a period of not more than three years);
|
(5)
|
such transaction was for the sale and lease between only us and a Subsidiary of ours or only between our Subsidiaries; or
|
(6)
|
such transaction involves a sale and lease of property executed by the time of, or within 18 months after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property.
|
(1)
|
default in any payment of interest on any note when due and payable and the default continues for a period of 30 days;
|
(2)
|
default in the payment of principal of any note when due and payable at its stated maturity, upon acceleration or otherwise;
|
(3)
|
failure by us to comply with our obligations under "—Consolidation, Merger and Sale of Assets";
|
(4)
|
failure by us for 60 days after written notice from the trustee or the holders of at least 25% in principal amount of the notes then outstanding has been received to comply with any of our other covenants or agreements contained in the notes or indenture;
|
(5)
|
default by us or any majority owned subsidiary in the payment of the principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced any debt for money borrowed in excess of $75 million in the aggregate of ours and/or any subsidiary, whether such debt now exists or shall hereafter be created, which default results in such debt becoming or being declared due and payable, and such acceleration shall not have been rescinded or annulled within 30 days after written notice of such acceleration has been received by us or such subsidiary; or
|
(6)
|
certain events of bankruptcy, insolvency, or reorganization (the "bankruptcy provisions") of us or any of our significant subsidiaries as defined in Rule 1-02 of Regulation S-X promulgated by the SEC as in effect on the original date of issuance of the notes.
|
(1)
|
such holder has previously given the trustee notice that an Event of Default is continuing;
|
(2)
|
holders of at least 25% in principal amount of the outstanding notes have requested the trustee in writing to pursue the remedy;
|
(3)
|
such holders have offered the trustee security or indemnity satisfactory to it against any loss, liability or expense;
|
(4)
|
the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and
|
(5)
|
the holders of a majority in principal amount of the outstanding notes have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such request within such 60-day period.
|
(1)
|
make any change to the percentage of principal amount of the notes the holders of which must consent to an amendment;
|
(2)
|
reduce the principal amount of, premium, or interest on, or extend the stated maturity or interest payment periods, of the notes;
|
(3)
|
make any note payable in money or securities other than as stated in the note;
|
(4)
|
impair the right to institute suit for the enforcement of any payment with respect to the notes; or
|
(5)
|
waive a default in payment of principal of, premium, if any, or interest on the notes or modify any provisions of the indenture relating to modification or amendment thereof.
|
(1)
|
to evidence the succession of another person pursuant to the provisions of the indenture relating to consolidations, mergers and sales of assets and the assumption by such successor of the covenants, agreements and obligations in the indenture and in the notes;
|
(2)
|
to surrender any right or power conferred upon us by the indenture, to add to our covenants such further covenants, restrictions, conditions or provisions for the protection of the holders of the notes as our board of directors considers to be for the protection of the holders of such debt securities, and to make the occurrence, or the occurrence and continuance, of a default in respect of any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default under the indenture (provided, however, that with respect to any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a period of grace after default, which may be shorter or longer than that allowed in the case of other defaults, may provide for an immediate enforcement upon such default, may limit the remedies available to the trustee upon such default or may limit the right of holders of a majority in aggregate principal amount of the notes to waive such default);
|
(3)
|
to cure any ambiguity or correct or supplement any provision contained in the indenture, in any supplemental indenture or in any note that may be defective or inconsistent with any other provision contained therein;
|
(4)
|
to convey, transfer, assign, mortgage or pledge any property to or with the trustee, or to make such other provisions in regard to matters or questions arising under the indenture as will not adversely affect in any material respect the interests of any holders of the notes;
|
(5)
|
to modify or amend the indenture in such a manner as to permit the qualification of the indenture or any supplemental indenture under the Trust Indenture Act as then in effect;
|
(6)
|
to add guarantees with respect to the notes or to secure the notes;
|
(7)
|
to add to, change, or eliminate any of the provisions of the indenture with respect to the notes, so long as any such addition, change or elimination not otherwise permitted under the indenture will (a) neither apply to any note created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the holders of any such note with respect to such provision or (b) become effective only when there is no such note outstanding;
|
(8)
|
to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the notes and to add to or change any of the provisions of the indenture as is necessary to provide for or facilitate the administration of the indenture by more than one trustee; or
|
(9)
|
to make any change that does not adversely affect the rights of any holder in any material respect.
|
(1)
|
we irrevocably deposit in trust with the trustee cash or U.S. Government obligations or a combination thereof for the payment of principal of and interest on the notes to maturity;
|
(2)
|
such legal defeasance or covenant defeasance does not constitute a default under the indenture or any other material agreement or instrument binding on us;
|
(3)
|
no default or event of default has occurred and is continuing on the date of such deposit and, with respect to defeasance only, at any time during the period ending on the 123rd day after the date of such deposit (other than, if applicable, a default or event of default with respect to the notes resulting from the borrowing of funds to be applied to such deposits);
|
(4)
|
in the case of the legal defeasance option, we deliver to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee stating that: a) we have received from the U.S. Internal Revenue Service ("IRS") a letter ruling, or there has been published by the IRS a Revenue Ruling, or b) since the date of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;
|
(5)
|
in the case of the covenant defeasance option, we deliver to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee to the effect that the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;
|
(6)
|
we deliver to the trustee an opinion of counsel to the effect that, after the 123rd day after the date of deposit, all money and U.S. Government obligations (or other property as may be provided pursuant to the terms of the indenture) (including the proceeds thereof) deposited or caused to be deposited with the trustee to be held in the trust will not be subject to any case or proceeding (whether voluntary or involuntary) in respect of us under any U.S. Federal or state bankruptcy, insolvency, reorganization or other similar law, or any decree or order for relief in respect of us issued in connection therewith; and
|
(7)
|
we deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent to the legal defeasance and discharge of the notes have been complied with as required by the indenture.
|
a.
|
the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated); and
|
b.
|
the Attributable Debt determined assuming no such termination.
|
(1)
|
the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;
|
(2)
|
statements and pronouncements of the Financial Accounting Standards Board;
|
(3)
|
such other statements by such other entity as approved by a significant segment of the accounting profession; and
|
(4)
|
the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.
|
(1)
|
interest rate swap agreements and other agreements designed to hedge or reduce the risk of interest rate fluctuations; and
|
(2)
|
agreements or arrangements designed to hedge or reduce the risk of fluctuations in currency exchange rates or commodity prices.
|
(1)
|
Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to any other property owned by such Person or any of its Subsidiaries at the time the Lien is incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred more than 18 months after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;
|
(2)
|
Liens existing on the Issue Date;
|
(3)
|
Liens on assets (including shares of Capital Stock) of another Person at the time such other Person becomes a Subsidiary of such Person (other than a Lien incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Person becomes such a Subsidiary); provided, however, that the Liens may not extend to any other categories of assets owned by such Person or any of its Subsidiaries (other than assets and property affixed or appurtenant thereto);
|
(4)
|
Liens on assets at the time such Person or any of its Subsidiaries acquires the assets, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person (other than a Lien incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Person or any of its Subsidiaries acquired such assets); provided, however, that the Liens may not extend to any other categories of assets owned by such Person or any of its Subsidiaries (other than assets and property affixed or appurtenant thereto);
|
(5)
|
Liens securing Indebtedness or other obligations of a Restricted Subsidiary of such Person owing to such Person or to another Restricted Subsidiary of such Person;
|
(6)
|
Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by us or any Restricted Subsidiary in the ordinary course of business;
|
(7)
|
Liens incurred to secure cash management services in the ordinary course of business or on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
|
(8)
|
Liens created to secure the notes and Liens in favor of the trustee granted in accordance with the indenture;
|
(9)
|
Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, including Liens or trade letters of credit in favor of any governmental entity, including the United States or any state, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of any such entity, to secure partial, progress, advance or other payments pursuant to any contract or statute;
|
(10)
|
Liens on the Capital Stock of a Subsidiary that is not a Restricted Subsidiary;
|
(11)
|
purported Liens evidenced by the filing of precautionary UCC financing statements; and
|
(12)
|
any extensions, renewals or replacements of any Lien referred to in clauses (1) through (11) without increase of the principal of the Indebtedness secured by such Lien (except to the extent of any fees, premiums or other costs associated with any such extension, renewal or replacement); provided, however, that any Liens permitted by any of clauses (1) through (11) do not extend to or cover any of our properties or any of our Restricted Subsidiaries, as the case may be, other than the property specified in such clauses and improvements to such property.
|
(1)
|
any Subsidiary primarily engaged in financing receivables or in the finance business; or
|
(2)
|
any Subsidiary that is not a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X.
|
(1)
|
such Person;
|
(2)
|
such Person and one or more Subsidiaries of such Person; or
|
(3)
|
one or more Subsidiaries of such Person.
|
Name
|
|
Jurisdiction of Incorporation
|
|
Percent
Ownership
|
|
|
|
|
|
Agoda Company Pte. Ltd.
|
|
Singapore
|
|
100%
|
Booking.com B.V.
|
|
The Netherlands
|
|
100%
|
Booking.com Holding B.V.
|
|
The Netherlands
|
|
100%
|
KAYAK Software Corporation
|
|
Delaware
|
|
100%
|
OpenTable, Inc.
|
|
Delaware
|
|
100%
|
Priceline.com Bookings Acquisition Company Limited
|
|
United Kingdom
|
|
100%
|
Priceline.com Europe Holdco, Inc.
|
|
Delaware
|
|
100%
|
Priceline.com Holdco U.K. Limited
|
|
United Kingdom
|
|
100%
|
priceline.com International Ltd.
|
|
United Kingdom
|
|
100%
|
priceline.com LLC
|
|
Delaware
|
|
100%
|
Agoda Holding Company Limited
|
|
Mauritius
|
|
100%
|
Booking Holdings Treasury Company
|
|
Delaware
|
|
100%
|
TravelJigsaw Holdings Limited
|
|
United Kingdom
|
|
100%
|
TravelJigsaw Limited
|
|
United Kingdom
|
|
100%
|
Coronado Pte Ltd
|
|
Singapore
|
|
100%
|
|
|
|
|
|
*
|
Certain subsidiaries which, when considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2019, have been excluded.
|
/s/ DELOITTE & TOUCHE LLP
|
|
|
|
Stamford, Connecticut
|
|
February 26, 2020
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
February 26, 2020
|
|
/s/ Glenn D. Fogel
|
|
Name:
|
Glenn D. Fogel
|
|
Title:
|
Chief Executive Officer and President
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
February 26, 2020
|
|
/s/ David I. Goulden
|
|
Name:
|
David I. Goulden
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
February 26, 2020
|
|
/s/ Glenn D. Fogel
|
|
Name:
|
Glenn D. Fogel
|
|
Title:
|
Chief Executive Officer and President
|
February 26, 2020
|
|
/s/ David I. Goulden
|
|
Name:
|
David I. Goulden
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|