Document


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) May 9, 2019
 
Booking Holdings Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-36691
 
06-1528493
(State or other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
800 Connecticut Avenue, Norwalk, Connecticut
 
06854
(Address of principal offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (203) 299-8000

N/A 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4c  under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class:
 
Trading Symbol
 
Name of Each Exchange on which Registered:
Common Stock, par value $0.008 per share
 
BKNG
 
The NASDAQ Global Select Market
0.800% Senior Notes Due 2022
 
BKNG 22A
 
New York Stock Exchange
2.150% Senior Notes Due 2022
 
BKNG 22
 
New York Stock Exchange
2.375% Senior Notes Due 2024
 
BKNG 24
 
New York Stock Exchange
1.800% Senior Notes Due 2027
 
BKNG 27
 
New York Stock Exchange






Item 2.02.              Results of Operations and Financial Conditions.
 
On May 9, 2019, Booking Holdings Inc. announced its financial results for the quarter ended March 31, 2019.  The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Copies of Booking Holdings' unaudited consolidated balance sheet at March 31, 2019, unaudited consolidated statement of operations for the three months ended March 31, 2019 and unaudited consolidated statement of cash flows for the three months ended March 31, 2019, are included in the financial and statistical supplement attached to the press release.  The unaudited consolidated balance sheet at March 31, 2019, unaudited consolidated statement of operations for the three months ended March 31, 2019 and unaudited consolidated statement of cash flows for the three months ended March 31, 2019 shall be treated as "filed" for purposes of the Securities Exchange Act of 1934, as amended, but all other information in the press release shall be treated as "furnished."

Item 9.01.           Financial Statements and Exhibits.
 
(d)    Exhibits

Exhibit
Number
Description
 
 
Press release (which includes a financial and statistical supplement and related information) issued by Booking Holdings on May 9, 2019 relating to, among other things, its first quarter 2019 earnings. The unaudited consolidated balance sheet at March 31, 2019 and unaudited consolidated statement of operations for the three months ended March 31, 2019 and unaudited consolidated statement of cash flows for the three months ended March 31, 2019 shall be treated as "filed" for purposes of the Securities and Exchange Act of 1934, as amended, and the remaining information shall be treated as "furnished."

 








SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
BOOKING HOLDINGS INC.
 
 
 
 
 
 
By:
/s/ Peter J. Millones
 
 
Name:
Peter J. Millones
 
 
Title:
Executive Vice President and General Counsel
 
 
Date:  May 9, 2019






EXHIBIT INDEX
 
Exhibit
Number
Description
 
 
Press release (which includes a financial and statistical supplement and related information) issued by Booking Holdings Inc. on May 9, 2019 relating to, among other things, its first quarter 2019 earnings.







Exhibit


Exhibit 99.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12893325&doc=3

Booking Holdings Reports Financial Results for 1st Quarter 2019

NORWALK, CT – May 9, 2019. . . Booking Holdings Inc. (NASDAQ: BKNG) today reported its 1st quarter 2019 financial results. First quarter gross travel bookings for Booking Holdings Inc. (the "Company," "Booking Holdings," "we," "our" or "us"), which refers to the total dollar value, generally inclusive of taxes and fees, of all travel services booked by its customers, net of cancellations, were $25.4 billion, an increase of 2% over a year ago (approximately 8% on a constant-currency basis).
Booking Holding's total revenues for the 1st quarter of 2019 were $2.8 billion, a 3% decrease from the prior year (an increase of approximately 3% on a constant-currency basis). Net income in the 1st quarter was $765 million, a 26% increase versus the prior year. Net income was $16.85 per diluted share, a 37% increase as compared to the prior year. Net income in the 1st quarter of 2019 and 2018 include net unrealized gains on marketable equity securities before tax of $451 million and $55 million, respectively.
Non-GAAP net income in the 1st quarter was $508 million, a 14% decrease versus the prior year. Non-GAAP net income was $11.17 per diluted share, a 7% decrease as compared to the prior year. Adjusted EBITDA for the 1st quarter was $718 million, a 10% decrease versus a year ago. The section below entitled "Non-GAAP Financial Measures" provides definitions and information about the use of non-GAAP financial measures in this press release, and the attached financial and statistical supplement reconciles non-GAAP financial information with Booking Holdings' financial results under GAAP.
"Q1 was a solid start to the year," said Glenn Fogel, Chief Executive Officer of Booking Holdings. "We recorded 217 million room nights booked in the quarter, which is up 10% year-over-year." Looking forward, Mr. Fogel said, "We continue to execute against a very large market opportunity and will manage our business with a long-term view in order to capture it."



1



Booking Holdings' guidance for the 2nd quarter of 2019 is as follows:
 
 
Guidance Ranges
(U.S. Dollars in millions, except per share amounts)
 
Low
 
High
Metrics
 
 
 
 
Year over year growth - Room nights booked
 
6
 %
 
8
%
Year over year growth - Total gross travel bookings
 
(1
)%
 
1
%
Year over year growth - Total gross travel bookings (constant currency)
 
4
 %
 
6
%
 
 
 
 
 
GAAP
 
 
 
 
Year over year growth - Revenue
 
5
 %
 
7
%
Net income (1)(3)
 
$
920

 
$
940

Net income per diluted share (2)(3)
 
$
21.10

 
$
21.55

 
 
 
 
 
Non-GAAP
 
 
 
 
Year over year growth - Revenue
 
5
 %
 
7
%
Year over year growth - Revenue (constant currency)
 
10
 %
 
12
%
Non-GAAP Net income (1)
 
$
965

 
$
985

Non-GAAP Net income per diluted share (2)
 
$
22.15

 
$
22.60

Adjusted EBITDA
 
$
1,295

 
$
1,325

 
 
 
 
 
(1) Assumes an estimated effective tax rate for the 2nd quarter of 2019 of approximately 19%.
(2) Assumes a fully diluted share count of approximately 43.6 million shares.
(3) Guidance for the 2nd quarter of 2019 for GAAP net income and net income per diluted share excludes the impact of unrealized gains and losses on marketable equity securities and foreign currency transaction gains or losses on our Euro-denominated debt that is not designated as hedging instruments for accounting purposes, both of which are not predictable.
Non-GAAP adjustments for amortization expense of intangible assets, non-cash interest expense related to the amortization of debt discount and the tax impact of these non-GAAP adjustments are expected to increase non-GAAP net income over GAAP net income by approximately $45 million in the 2nd quarter of 2019, before considering the impact of unrealized gains or losses on marketable equity securities and foreign currency transaction gains or losses on our Euro-denominated debt that is not designated as hedging instruments for accounting purposes, both of which are not predictable.
Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) is comprised of GAAP net income excluding depreciation and amortization expense, interest income, interest expense, unrealized gains and losses on marketable equity securities, foreign currency transaction gains or losses on our Euro-denominated debt that is not designated as hedging instruments for accounting purposes and income tax expense. Adjusted EBITDA is estimated to be higher than GAAP net income by approximately $375 million to $385 million in the 2nd quarter of 2019, before considering the impact of unrealized gains or losses on marketable equity securities and foreign currency transaction gains or losses on our Euro-denominated debt that is not designated as hedging instruments for accounting purposes, both of which are not predictable.


2



Non-GAAP Financial Measures
The Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results.
To supplement the Unaudited Consolidated Financial Statements, the Company uses the following non-GAAP financial measures: Non-GAAP total revenues, adjusted EBITDA, non-GAAP net income, non-GAAP net income per diluted share and free cash flow (net cash provided by operating activities less capital expenditures). The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
The Company uses non-GAAP financial measures for financial and operational decision-making and as a basis to
evaluate performance and set targets for employee compensation programs. The Company believes that these non-
GAAP financial measures are useful for analysts and investors to evaluate the Company's ongoing operating
performance because they facilitate comparison of the Company's results for the current period and projected next-period results to those of prior periods and to those of its competitors (though other companies may calculate
similar non-GAAP financial measures differently from those calculated by the Company). These non-GAAP
financial measures, in particular adjusted EBITDA, non-GAAP net income and free cash flow are not intended to represent funds available for Booking Holdings' discretionary use and are not intended to represent or to be used as a substitute for operating income, net income or cash flow from operations as measured under GAAP. The items excluded from these non-GAAP measures but included in the calculation of their closest GAAP equivalent, are significant components of the Company's consolidated statements of operations and cash flows and must be considered in performing a comprehensive assessment of overall financial performance.
Non-GAAP net income is net income with the following adjustments:
excludes an immaterial adjustment to merchant revenues related to prior periods due to a correction in the timing of revenue recognition on a component of merchant revenue,
excludes the impact, if any, of significant charges or benefits associated with judgments, rulings, settlements and/or certain adjustments related to prior periods arising from travel transaction tax (e.g., hotel occupancy taxes, excise taxes, sales taxes, etc.) proceedings or other litigation or obligations,
excludes the impact of significant loyalty program adjustments, such as the favorable $27 million adjustment to total revenues in the 1st quarter of 2018 related to changes introduced in that same quarter to OpenTable’s loyalty program,
excludes amortization expense of intangible assets,
excludes the impact, if any, of significant charges related to the impairment of goodwill or intangible assets,
excludes non-cash interest expense related to the amortization of debt discount and gains or losses on
early extinguishment of debt, if any, related to our convertible debt,
excludes the impact, if any, of significant gains or losses on the sale of cost-method investments and
significant charges related to other-than-temporary impairments of such investments,
excludes unrealized gains and losses on marketable equity securities, which are recognized in
net income,
excludes the income tax impact related to the one-time deemed repatriation liability and remeasurement of deferred tax assets and liabilities as a result of the U.S. Tax Cuts and Jobs Act enacted in December 2017, if any, and
the income tax impact of the non-GAAP adjustments mentioned above.
In addition to the adjustments listed above regarding non-GAAP net income, adjusted EBITDA excludes
depreciation expense, interest income, interest expense and income tax expense.
We evaluate certain operating and financial measures on both an as-reported and constant-currency basis.  We calculate constant currency by converting our current-year period results for transactions recorded in currencies other than U.S. Dollars using the corresponding prior-year period monthly average exchange rates rather than the current-year period monthly average exchange rates.

3



The attached financial and statistical supplement includes reconciliations of our financial results under GAAP to non-GAAP financial information for the three months ended March 31, 2019 and 2018.
Information About Forward-Looking Statements
This press release contains forward-looking statements, including information providing guidance of expected future period financial performance. These forward-looking statements reflect the views of the Company's management regarding current expectations and projections about future events and are based on currently available information and current foreign currency exchange rates. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements. Expressions of future goals and similar expressions including, "may," "will," "should," "could," "aims," "seeks," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," and "continue," reflecting something other than historical fact are intended to identify forward-looking statements.
The following factors, among others, could cause the Company's actual results to differ materially from those described in the forward-looking statements:
-- adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks, natural disasters, health concerns, civil or political unrest or other events outside our control;
-- the effects of increased competition;
-- fluctuations in foreign exchange rates and other risks associated with doing business in multiple currencies;
-- our ability to successfully manage our growth and expand our global business;
-- our ability to respond to and keep up with the rapid pace of technological and market changes;
-- our performance marketing efficiency and the general effectiveness of our marketing efforts;
-- IT systems-related failures, data privacy risks and obligations, and/or security breaches;
-- any change by our search and meta-search partners in how they present travel search results or conduct their auctions for search placement in a manner that is competitively disadvantageous to us;
-- any write-downs or impairments of goodwill or intangible assets related to acquisitions or investments;
-- adverse changes in relationships with travel service providers and restaurants;
-- our ability to attract and retain qualified personnel; and
-- tax, legal and regulatory risks.
For a detailed discussion of these and other factors that could cause the Company's actual results to differ materially from those described in the forward-looking statements, please refer to the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequently filed Quarterly Reports on Form 10-Q. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

About Booking Holdings Inc.
Booking Holdings (NASDAQ: BKNG) is the world leader in online travel and related services, provided to
consumers and partners in over 230 countries and territories through six primary brands-Booking.com, KAYAK,
priceline, agoda.com, Rentalcars.com and OpenTable. The mission of Booking Holdings is to help people
experience the world.

For more information, visit BookingHoldings.com and follow us on Twitter @BookingHoldings.
###
For Press Information: Leslie Cafferty (203) 299-8128 leslie.cafferty@bookingholdings.com
For Investor Relations: Michael Noonan (203) 299-8489 michael.noonan@bookingholdings.com

4




Booking Holdings Inc.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)

 
 
March 31,
2019
 
December 31,
2018
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
2,334

 
$
2,624

Short-term investments in marketable securities
 
1,981

 
3,660

Accounts receivable, net of allowance for doubtful accounts of $61 at each date
 
1,491

 
1,523

Prepaid expenses and other current assets
 
1,271

 
600

Total current assets
 
7,077

 
8,407

Property and equipment, net
 
695

 
656

Operating lease assets
 
635

 

Intangible assets, net
 
2,078

 
2,125

Goodwill
 
2,907

 
2,910

Long-term investments
 
8,445

 
8,408

Other assets
 
529

 
181

Total assets
 
$
22,366

 
$
22,687

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
934

 
$
1,134

Accrued expenses and other current liabilities
 
1,877

 
1,399

Deferred merchant bookings
 
1,797

 
1,022

Convertible debt
 
968

 

Total current liabilities
 
5,576

 
3,555

Deferred income taxes
 
513

 
370

Operating lease liabilities
 
488

 

Long-term U.S. transition tax liability
 
1,166

 
1,166

Other long-term liabilities
 
89

 
162

Long-term debt
 
7,619

 
8,649

  Total liabilities
 
15,451

 
13,902

 
 
 
 
 
Commitments and Contingencies
 
 
 
 
 
 
 
 
 
Stockholders' equity:
 
 

 
 

Common stock, $0.008 par value; authorized 1,000,000,000 shares, 63,121,930 and 62,948,762 shares issued, respectively
 

 

Treasury stock, 18,935,914 and 17,317,126 shares, respectively
 
(17,567
)
 
(14,711
)
Additional paid-in capital
 
5,519

 
5,445

Retained earnings
 
19,132

 
18,367

Accumulated other comprehensive loss
 
(169
)
 
(316
)
  Total stockholders' equity
 
6,915

 
8,785

Total liabilities and stockholders' equity
 
$
22,366

 
$
22,687



5



Booking Holdings Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)

 
 
Three Months Ended
March 31,
 
 
2019
 
2018
Agency revenues
 
$
1,949

 
$
2,113

Merchant revenues
 
603

 
526

Advertising and other revenues
 
285

 
289

Total revenues
 
2,837

 
2,928

Operating expenses:
 
 

 
 

Performance marketing
 
1,030

 
1,106

Brand marketing
 
163

 
101

Sales and other expenses
 
215

 
166

Personnel, including stock-based compensation of $74 and $71, respectively
 
501

 
499

General and administrative
 
191

 
163

Information technology
 
65

 
60

Depreciation and amortization
 
116

 
103

Total operating expenses
 
2,281

 
2,198

Operating income
 
556

 
730

Other income (expense):
 
 

 
 

Interest income
 
35

 
47

Interest expense
 
(66
)
 
(70
)
Net unrealized gains on marketable equity securities
 
451

 
55

Foreign currency transactions and other
 
(8
)
 
(9
)
Total other income
 
412

 
23

Earnings before income taxes
 
968

 
753

Income tax expense
 
203

 
146

Net income
 
$
765

 
$
607

Net income applicable to common stockholders per basic common share
 
$
17.01

 
$
12.56

Weighted-average number of basic common shares outstanding (in 000's)
 
45,007

 
48,349

Net income applicable to common stockholders per diluted common share
 
$
16.85

 
$
12.34

Weighted-average number of diluted common shares outstanding (in 000's)
 
45,436

 
49,205




6



Booking Holdings Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
 
Three Months Ended
March 31,
 
 
2019
 
2018
OPERATING ACTIVITIES:
 
 

 
 

Net income
 
$
765

 
$
607

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
116

 
103

Provision for uncollectible accounts
 
40

 
29

Deferred income tax expense
 
89

 
9

Net unrealized gains on marketable equity securities
 
(451
)
 
(55
)
Stock-based compensation expense and other stock-based payments
 
78

 
71

Operating lease amortization
 
42

 

Amortization of debt discount and debt issuance costs
 
14

 
17

Contingent consideration fair value adjustment
 
7

 

Changes in assets and liabilities:
 
 

 
 

Accounts receivable
 
(24
)
 
(96
)
Prepaid expenses and other current assets
 
(669
)
 
(709
)
Accounts payable, accrued expenses and other current liabilities
 
561

 
632

Other long-term assets and liabilities
 
(418
)
 
32

Net cash provided by operating activities
 
150

 
640

 
 
 
 
 
INVESTING ACTIVITIES:
 
 
 
 
Purchase of investments
 
(445
)
 
(714
)
Proceeds from sale and maturity of investments
 
2,665

 
2,481

Additions to property and equipment
 
(111
)
 
(131
)
Net cash provided by investing activities
 
2,109

 
1,636

 
 
 
 
 
FINANCING ACTIVITIES:
 
 
 
 
Proceeds from revolving credit facility
 
250

 

Repayments of short-term borrowings
 
(25
)
 

Payments for conversion of senior notes
 

 
(1,487
)
Payments for repurchase of common stock
 
(2,773
)
 
(718
)
Net cash used in financing activities
 
(2,548
)
 
(2,205
)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
 
(2
)
 
11

Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents
 
(291
)
 
82

Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period
 
2,645

 
2,563

Total cash and cash equivalents and restricted cash and cash equivalents, end of period
 
$
2,354

 
$
2,645

 
 
 
 
 
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
Cash paid during the period for income taxes
 
$
816

 
$
784

Cash paid during the period for interest
 
$
68

 
$
74


7



Booking Holdings Inc.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In millions, except share and per share data) (1) 

RECONCILIATION OF TOTAL REVENUES TO NON-GAAP TOTAL REVENUES
 
Three Months Ended
March 31,
 
 
2019
 
2018
 
Total Revenues
 
$
2,837

 
$
2,928

 
 
 
 
 
 
(a)
Correction to merchant revenue
 
53

 

(b)
Adjustment to loyalty program liability
 

 
(27
)
 
Non-GAAP Total Revenues
 
$
2,890

 
$
2,901


RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
 
Three Months Ended
March 31,
 
 
2019
 
2018
 
Net income
 
$
765

 
$
607

 
 
 
 
 
 
(a)
Correction to merchant revenue
 
53

 

(b)
Adjustment to loyalty program liability
 

 
(27
)
(c)
Depreciation and amortization
 
116

 
103

(c)
Interest income
 
(35
)
 
(47
)
(c)
Interest expense
 
66

 
70

(d)
Unrealized gains on marketable equity securities
 
(451
)
 
(55
)
(c)
Income tax expense
 
203

 
146

 
Adjusted EBITDA
 
$
718

 
$
798

 
 
 


 


 
Adjusted EBITDA as a % of Non-GAAP Total Revenues
 
24.9
%
 
27.5
%

RECONCILIATION OF NET INCOME TO NON-GAAP NET INCOME AND NON-GAAP NET INCOME PER DILUTED COMMON SHARE
 
Three Months Ended
March 31,
 
 
2019
 
2018
 
Net income
 
$
765

 
$
607

 
 
 
 
 
 
(a)
Correction to merchant revenue
 
53

 

(b)
Adjustment to loyalty program liability
 

 
(27
)
(d)
Net unrealized gains on marketable equity securities
 
(451
)
 
(55
)
(e)
Amortization of intangible assets
 
45

 
47

(f)
Debt discount amortization related to convertible debt
 
11

 
14

(g)
Tax impact of Non-GAAP adjustments
 
85

 
4

 
Non-GAAP Net income
 
$
508

 
$
590

 
 
 
 
 
 
 
GAAP weighted-average number of diluted common shares outstanding (in 000's)
 
45,436

 
49,205

 
 
 
 
 
 
 
Non-GAAP Net income per diluted common share
 
$
11.17

 
$
12.00


8



RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
 
Three Months Ended
March 31,
 
 
 
2019
 
2018
 
Net cash provided by operating activities
 
$
150

 
$
640

 
 
 
 
 
 
(h)
Additions to property and equipment
 
(111
)
 
(131
)
 
 
 
 
 
 
 
Free cash flow
 
$
39

 
$
508

 
 
 
 
 
 
 
Free cash flow as a % of Non-GAAP Total Revenues
 
1.4
%
 
17.5
%

(1) Amounts may not total due to rounding

 
Notes:
(a)
An immaterial adjustment to merchant revenues related to prior periods due to a correction in the timing of revenue recognition on a component of merchant revenue.
(b)
Favorable adjustment to OpenTable's loyalty program liability related to changes introduced in the 1st quarter of 2018 to the program.
(c)
Amounts are excluded from Net income to calculate Adjusted EBITDA.
(d)
Net unrealized gains or losses on marketable equity securities are excluded from Net income to calculate Non-GAAP Net income and Adjusted EBITDA.
(e)
Amortization of intangible assets is recorded in Depreciation and amortization expense and excluded from Net income to calculate Non-GAAP Net income.
(f)
Non-cash interest expense related to the amortization of debt discount is recorded in Interest expense and Foreign currency transactions and other, respectively. Non-cash interest expense is excluded from Net income to calculate Non-GAAP Net income.
(g)
Reflects the tax impact of Non-GAAP adjustments and is excluded from Net income to calculate Non-GAAP Net income.
(h)
Additions to property and equipment are included in the calculation of Free cash flow.
 
 
 
For a more detailed discussion of the adjustments described above, please see the section in our press release entitled "Non-GAAP Financial Measures" which provides a definition and information about the use of non-GAAP financial measures.

9



Booking Holdings Inc.
Statistical Data
In millions(1) 
(Unaudited) 
Gross Bookings(2)
 
1Q17
 
2Q17
 
3Q17
 
4Q17
 
1Q18
 
2Q18
 
3Q18
 
4Q18
 
1Q19
Agency
 
$
18,140

 
$
17,947

 
$
18,594

 
$
15,015

 
$
20,576

 
$
19,090

 
$
19,024

 
$
15,230

 
$
19,678

Merchant
 
2,546

 
2,850

 
3,168

 
2,965

 
4,434

 
4,807

 
5,250

 
4,322

 
5,732

Total
 
$
20,687

 
$
20,797

 
$
21,762

 
$
17,980

 
$
25,009

 
$
23,896

 
$
24,274

 
$
19,552

 
$
25,410

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year/Year Growth
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agency
 
24.8
 %
 
16.8
 %
 
18.0
 %
 
15.7
%
 
13.4
%
 
6.4
%
 
2.3
 %
 
1.4
 %
 
(4.4
)%
Merchant
 
20.2
 %
 
14.3
 %
 
17.2
 %
 
39.0
%
 
74.1
%
 
68.6
%
 
65.7
 %
 
45.8
 %
 
29.3
 %
Total
 
24.2
 %
 
16.4
 %
 
17.9
 %
 
19.0
%
 
20.9
%
 
14.9
%
 
11.5
 %
 
8.7
 %
 
1.6
 %
Constant Currency
 
27
 %
 
19
 %
 
16
 %
 
14
%
 
12
%
 
11
%
 
14
 %
 
13
 %
 
8
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Units Sold
 
1Q17
 
2Q17
 
3Q17
 
4Q17
 
1Q18
 
2Q18
 
3Q18
 
4Q18
 
1Q19
Room Nights
 
174

 
170

 
178

 
152

 
197

 
191

 
201

 
171

 
217

Year/Year Growth
 
27.4
 %
 
21.0
 %
 
18.6
 %
 
16.8
%
 
13.2
%
 
12.0
%
 
13.4
 %
 
13.0
 %
 
10.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental Car Days
 
19

 
21

 
19

 
15

 
19

 
21

 
19

 
15

 
18

Year/Year Growth/(Decline)
 
15.4
 %
 
11.7
 %
 
5.5
 %
 
5.4
%
 
0.6
%
 
1.0
%
 
(0.1
)%
 
(0.6
)%
 
(1.3
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Airline Tickets
 
2

 
2

 
2

 
2

 
2

 
2

 
2

 
2

 
2

Year/Year Growth/(Decline)
 
(2.1
)%
 
(8.7
)%
 
(11.8
)%
 
3.1
%
 
1.9
%
 
5.3
%
 
9.2
 %
 
(1.3
)%
 
4.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1Q17
 
2Q17
 
3Q17
 
4Q17
 
1Q18
 
2Q18
 
3Q18
 
4Q18
 
1Q19
Gross Profit/Total Revenues (2018 and 2019) (3)(4)
 
$
2,339

 
$
2,957

 
$
4,380

 
$
2,763

 
$
2,928

 
$
3,537

 
$
4,849

 
$
3,213

 
$
2,837

Year/Year Growth/(Decline) (4)
 
15.5
 %
 
21.5
 %
 
22.0
 %
 
21.1
%
 
25.2
%
 
19.6
%
 
10.7
 %
 
16.3
 %
 
(3.1
)%
Constant Currency (4)
 
17
 %
 
24
 %
 
19
 %
 
17
%
 
18
%
 
16
%
 
13
 %
 
21
 %
 
3
 %
 
(1)Amounts may not total due to rounding.

(2) Gross bookings is an operating and statistical metric that captures the total dollar value, generally inclusive of taxes and fees, of all travel services booked by our customers, net of cancellations.

(3) For periods ending prior to January 1, 2018, gross profit has been adjusted to reflect the reclassification of certain prior period expenses from "cost of revenues" to "sales and other expense" to conform to the current period presentation.

(4) For periods beginning after December 31, 2017, the Company records amounts remitted to travel service providers as a reduction to merchant revenues and therefore no longer presents cost of revenues or gross profit. The year-over-year growth rate compares total revenues in 2018 reported under the Current Revenue Standard to gross profit in 2017 reported under the Previous Revenue Standard.


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