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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Booking Holdings Inc | NASDAQ:BKNG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-54.40 | -1.43% | 3,738.13 | 3,737.36 | 3,739.28 | 3,802.00 | 3,736.19 | 3,802.00 | 130,810 | 20:10:36 |
Delaware
|
06-1528493
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
ý
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
Common Stock, par value $0.008 per share
|
|
46,329,586
|
(Class)
|
|
(Number of Shares)
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
2,973,096
|
|
|
$
|
2,541,604
|
|
Short-term investments in marketable securities
|
|
4,158,076
|
|
|
4,859,873
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $55,683 and $39,282, respectively
|
|
1,719,059
|
|
|
1,217,801
|
|
||
Prepaid expenses and other current assets
|
|
617,616
|
|
|
415,527
|
|
||
Total current assets
|
|
9,467,847
|
|
|
9,034,805
|
|
||
Property and equipment, net
|
|
642,861
|
|
|
480,081
|
|
||
Intangible assets, net
|
|
2,117,275
|
|
|
2,176,823
|
|
||
Goodwill
|
|
2,845,129
|
|
|
2,737,671
|
|
||
Long-term investments
|
|
9,114,218
|
|
|
10,872,527
|
|
||
Other assets
|
|
183,146
|
|
|
149,356
|
|
||
Total assets
|
|
$
|
24,370,476
|
|
|
$
|
25,451,263
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
1,174,599
|
|
|
$
|
667,523
|
|
Accrued expenses and other current liabilities
|
|
1,654,370
|
|
|
1,138,980
|
|
||
Deferred merchant bookings
|
|
1,101,255
|
|
|
980,455
|
|
||
Convertible debt
|
|
—
|
|
|
710,910
|
|
||
Total current liabilities
|
|
3,930,224
|
|
|
3,497,868
|
|
||
Deferred income taxes
|
|
491,160
|
|
|
481,139
|
|
||
Long-term U.S. transition tax liability
|
|
1,144,682
|
|
|
1,250,846
|
|
||
Other long-term liabilities
|
|
148,699
|
|
|
148,061
|
|
||
Long-term debt
|
|
8,703,901
|
|
|
8,809,788
|
|
||
Total liabilities
|
|
14,418,666
|
|
|
14,187,702
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (See Note 12)
|
|
|
|
|
|
|
||
Convertible debt
|
|
—
|
|
|
2,963
|
|
||
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
||
Common stock, $0.008 par value; authorized 1,000,000,000 shares, 62,938,503 and 62,689,097 shares issued, respectively
|
|
489
|
|
|
487
|
|
||
Treasury stock, 16,311,836 and 14,216,819 shares, respectively
|
|
(12,879,305
|
)
|
|
(8,698,829
|
)
|
||
Additional paid-in capital
|
|
5,343,776
|
|
|
5,783,089
|
|
||
Retained earnings
|
|
17,720,656
|
|
|
13,938,869
|
|
||
Accumulated other comprehensive income (loss)
|
|
(233,806
|
)
|
|
236,982
|
|
||
Total stockholders' equity
|
|
9,951,810
|
|
|
11,260,598
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
24,370,476
|
|
|
$
|
25,451,263
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Agency revenues
|
|
$
|
3,540,874
|
|
|
$
|
3,523,706
|
|
|
$
|
8,220,506
|
|
|
$
|
7,641,390
|
|
Merchant revenues
|
|
1,049,661
|
|
|
684,289
|
|
|
2,285,992
|
|
|
1,624,467
|
|
||||
Advertising and other revenues
|
|
258,555
|
|
|
226,034
|
|
|
807,887
|
|
|
612,132
|
|
||||
Total revenues
|
|
4,849,090
|
|
|
4,434,029
|
|
|
11,314,385
|
|
|
9,877,989
|
|
||||
Cost of revenues
|
|
|
|
54,181
|
|
|
|
|
202,007
|
|
||||||
Gross profit
|
|
|
|
|
4,379,848
|
|
|
|
|
|
9,675,982
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Performance marketing
|
|
1,314,055
|
|
|
1,231,074
|
|
|
3,562,155
|
|
|
3,364,589
|
|
||||
Brand marketing
|
|
160,126
|
|
|
125,877
|
|
|
385,262
|
|
|
337,016
|
|
||||
Sales and other expenses
|
|
242,974
|
|
|
151,024
|
|
|
612,367
|
|
|
382,538
|
|
||||
Personnel, including stock-based compensation of $70,090, $66,421, $216,035 and $192,248, respectively
|
|
536,735
|
|
|
483,438
|
|
|
1,557,872
|
|
|
1,220,176
|
|
||||
General and administrative
|
|
183,228
|
|
|
142,823
|
|
|
504,120
|
|
|
422,252
|
|
||||
Information technology
|
|
57,742
|
|
|
47,901
|
|
|
177,133
|
|
|
132,677
|
|
||||
Depreciation and amortization
|
|
107,641
|
|
|
95,910
|
|
|
317,397
|
|
|
265,212
|
|
||||
Total operating expenses
|
|
2,602,501
|
|
|
2,278,047
|
|
|
7,116,306
|
|
|
6,124,460
|
|
||||
Operating income
|
|
2,246,589
|
|
|
2,101,801
|
|
|
4,198,079
|
|
|
3,551,522
|
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest income
|
|
48,641
|
|
|
41,483
|
|
|
141,210
|
|
|
110,296
|
|
||||
Interest expense
|
|
(68,170
|
)
|
|
(66,338
|
)
|
|
(203,242
|
)
|
|
(182,997
|
)
|
||||
Net unrealized gains on marketable equity securities
|
|
30,858
|
|
|
—
|
|
|
107,221
|
|
|
—
|
|
||||
Foreign currency transactions and other
|
|
(17,072
|
)
|
|
(10,101
|
)
|
|
(40,174
|
)
|
|
(21,249
|
)
|
||||
Total other (expense) income
|
|
(5,743
|
)
|
|
(34,956
|
)
|
|
5,015
|
|
|
(93,950
|
)
|
||||
Earnings before income taxes
|
|
2,240,846
|
|
|
2,066,845
|
|
|
4,203,094
|
|
|
3,457,572
|
|
||||
Income tax expense
|
|
473,268
|
|
|
346,454
|
|
|
850,934
|
|
|
561,349
|
|
||||
Net income
|
|
$
|
1,767,578
|
|
|
$
|
1,720,391
|
|
|
$
|
3,352,160
|
|
|
$
|
2,896,223
|
|
Net income applicable to common stockholders per basic common share
|
|
$
|
37.39
|
|
|
$
|
35.12
|
|
|
$
|
70.00
|
|
|
$
|
58.99
|
|
Weighted-average number of basic common shares outstanding
|
|
47,268
|
|
|
48,981
|
|
|
47,887
|
|
|
49,100
|
|
||||
Net income applicable to common stockholders per diluted common share
|
|
$
|
37.02
|
|
|
$
|
34.43
|
|
|
$
|
69.07
|
|
|
$
|
57.85
|
|
Weighted-average number of diluted common shares outstanding
|
|
47,751
|
|
|
49,972
|
|
|
48,530
|
|
|
50,064
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
|
$
|
1,767,578
|
|
|
$
|
1,720,391
|
|
|
$
|
3,352,160
|
|
|
$
|
2,896,223
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax charge of $161, tax benefit of $59,607, tax charge of $20,519 and tax benefit of $179,948, respectively
(1)
|
|
(23,952
|
)
|
|
111,628
|
|
|
(90,938
|
)
|
|
287,316
|
|
||||
Reclassification of net unrealized gains on marketable equity securities to retained earnings, net of tax charge of $57,597
(2)
|
|
—
|
|
|
—
|
|
|
(241,088
|
)
|
|
—
|
|
||||
Net unrealized (losses) gains on marketable securities, net of tax charges of $349 and $8,618, tax benefit of $649 and tax charge of $24,549, respectively
(3)
|
|
(133,571
|
)
|
|
(31,877
|
)
|
|
(138,762
|
)
|
|
501,034
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
|
$
|
1,610,055
|
|
|
$
|
1,800,142
|
|
|
$
|
2,881,372
|
|
|
$
|
3,684,573
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
Balance, June 30, 2018
|
|
62,927
|
|
|
$
|
489
|
|
|
(15,163
|
)
|
|
$
|
(10,630,361
|
)
|
|
$
|
5,225,709
|
|
|
$
|
15,953,078
|
|
|
$
|
(76,283
|
)
|
|
$
|
10,472,632
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,767,578
|
|
|
—
|
|
|
1,767,578
|
|
||||||
Foreign currency translation adjustments, net of tax charge of $161
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,952
|
)
|
|
(23,952
|
)
|
||||||
Net unrealized losses on marketable securities, net of tax charge of $349
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(133,571
|
)
|
|
(133,571
|
)
|
||||||
Reclassification adjustment for convertible debt in mezzanine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,643
|
|
|
—
|
|
|
—
|
|
|
45,643
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(1,149
|
)
|
|
(2,248,944
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,248,944
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,152
|
|
|
—
|
|
|
—
|
|
|
72,152
|
|
||||||
Conversion of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
||||||
Balance, September 30, 2018
|
|
62,939
|
|
|
$
|
489
|
|
|
(16,312
|
)
|
|
$
|
(12,879,305
|
)
|
|
$
|
5,343,776
|
|
|
$
|
17,720,656
|
|
|
$
|
(233,806
|
)
|
|
$
|
9,951,810
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
Balance, December 31, 2017
|
|
62,689
|
|
|
$
|
487
|
|
|
(14,217
|
)
|
|
$
|
(8,698,829
|
)
|
|
$
|
5,783,089
|
|
|
$
|
13,938,869
|
|
|
$
|
236,982
|
|
|
$
|
11,260,598
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,352,160
|
|
|
—
|
|
|
3,352,160
|
|
||||||
Foreign currency translation adjustments, net of tax charge of $20,519
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,938
|
)
|
|
(90,938
|
)
|
||||||
Net unrealized losses on marketable securities, net of tax benefit of $649
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138,762
|
)
|
|
(138,762
|
)
|
||||||
Reclassification adjustment for convertible debt in mezzanine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,963
|
|
|
—
|
|
|
—
|
|
|
2,963
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
|
198
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1,627
|
|
|
—
|
|
|
—
|
|
|
1,629
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(2,095
|
)
|
|
(4,180,476
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,180,476
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218,834
|
|
|
—
|
|
|
—
|
|
|
218,834
|
|
||||||
Conversion of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(773,178
|
)
|
|
—
|
|
|
—
|
|
|
(773,178
|
)
|
||||||
Common stock issued in an acquisition
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,441
|
|
|
—
|
|
|
—
|
|
|
110,441
|
|
||||||
Cumulative effect of adoption of accounting standard updates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
429,627
|
|
|
(241,088
|
)
|
|
188,539
|
|
||||||
Balance, September 30, 2018
|
|
62,939
|
|
|
$
|
489
|
|
|
(16,312
|
)
|
|
$
|
(12,879,305
|
)
|
|
$
|
5,343,776
|
|
|
$
|
17,720,656
|
|
|
$
|
(233,806
|
)
|
|
$
|
9,951,810
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
Balance, June 30, 2017
|
|
62,560
|
|
|
$
|
486
|
|
|
(13,503
|
)
|
|
$
|
(7,411,392
|
)
|
|
$
|
5,633,659
|
|
|
$
|
12,793,001
|
|
|
$
|
573,915
|
|
|
$
|
11,589,669
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,720,391
|
|
|
—
|
|
|
1,720,391
|
|
||||||
Foreign currency translation adjustments, net of tax benefit of $59,607
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111,628
|
|
|
111,628
|
|
||||||
Net unrealized losses on marketable securities, net of tax charge of $8,618
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,877
|
)
|
|
(31,877
|
)
|
||||||
Reclassification adjustment for convertible debt in mezzanine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,676
|
|
|
—
|
|
|
—
|
|
|
5,676
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,513
|
|
|
—
|
|
|
—
|
|
|
1,513
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(320
|
)
|
|
(586,489
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(586,489
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,501
|
|
|
—
|
|
|
—
|
|
|
66,501
|
|
||||||
Conversion of debt
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||
Balance, September 30, 2017
|
|
62,575
|
|
|
$
|
486
|
|
|
(13,823
|
)
|
|
$
|
(7,997,881
|
)
|
|
$
|
5,707,331
|
|
|
$
|
14,513,392
|
|
|
$
|
653,666
|
|
|
$
|
12,876,994
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
Balance, December 31, 2016
|
|
62,379
|
|
|
$
|
485
|
|
|
(13,191
|
)
|
|
$
|
(6,855,164
|
)
|
|
$
|
5,482,653
|
|
|
$
|
11,326,852
|
|
|
$
|
(134,684
|
)
|
|
$
|
9,820,142
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,896,223
|
|
|
—
|
|
|
2,896,223
|
|
||||||
Foreign currency translation adjustments, net of tax benefit of $179,948
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287,316
|
|
|
287,316
|
|
||||||
Net unrealized gains on marketable securities, net of tax charge of $24,459
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
501,034
|
|
|
501,034
|
|
||||||
Reclassification adjustment for convertible debt in mezzanine
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,137
|
|
|
—
|
|
|
—
|
|
|
19,137
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
|
150
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4,302
|
|
|
—
|
|
|
—
|
|
|
4,303
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(632
|
)
|
|
(1,142,717
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,142,717
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
192,548
|
|
|
—
|
|
|
—
|
|
|
192,548
|
|
|||||||
Conversion of debt
|
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(297
|
)
|
|
—
|
|
|
—
|
|
|
(297
|
)
|
||||||
Cumulative effect of adoption of accounting standard updates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,988
|
|
|
290,317
|
|
|
—
|
|
|
299,305
|
|
||||||
Balance, September 30, 2017
|
|
62,575
|
|
|
$
|
486
|
|
|
(13,823
|
)
|
|
$
|
(7,997,881
|
)
|
|
$
|
5,707,331
|
|
|
$
|
14,513,392
|
|
|
$
|
653,666
|
|
|
$
|
12,876,994
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2018
|
|
2017
|
||||
OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
3,352,160
|
|
|
$
|
2,896,223
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||
Depreciation
|
|
182,052
|
|
|
135,736
|
|
||
Amortization
|
|
135,345
|
|
|
129,476
|
|
||
Provision for uncollectible accounts
|
|
108,081
|
|
|
42,575
|
|
||
Deferred income tax benefit
|
|
(25,955
|
)
|
|
(25,655
|
)
|
||
Net unrealized gains on marketable equity securities
|
|
(107,221
|
)
|
|
—
|
|
||
Stock-based compensation expense and other stock-based payments
|
|
225,883
|
|
|
192,548
|
|
||
Amortization of debt issuance costs
|
|
5,477
|
|
|
6,827
|
|
||
Amortization of debt discount
|
|
39,699
|
|
|
52,909
|
|
||
Loss on early extinguishment of debt
|
|
—
|
|
|
1,093
|
|
||
Contingent consideration fair value adjustment
|
|
7,933
|
|
|
—
|
|
||
Changes in assets and liabilities, net of effects of an acquisition:
|
|
|
|
|
|
|||
Accounts receivable
|
|
(450,071
|
)
|
|
(479,184
|
)
|
||
Prepaid expenses and other current assets
|
|
(200,665
|
)
|
|
(136,304
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
|
1,004,748
|
|
|
640,960
|
|
||
Other long-term assets and liabilities
|
|
(23,278
|
)
|
|
31,221
|
|
||
Net cash provided by operating activities
|
|
4,254,188
|
|
|
3,488,425
|
|
||
|
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|||
Purchase of investments
|
|
(2,194,796
|
)
|
|
(5,338,444
|
)
|
||
Proceeds from sale of investments
|
|
4,495,994
|
|
|
2,471,883
|
|
||
Additions to property and equipment
|
|
(356,011
|
)
|
|
(223,692
|
)
|
||
Acquisitions and other investments, net of cash acquired
|
|
(139,386
|
)
|
|
(552,805
|
)
|
||
Net cash provided by (used in) investing activities
|
|
1,805,801
|
|
|
(3,643,058
|
)
|
||
|
|
|
|
|
||||
FINANCING ACTIVITIES:
|
|
|
|
|
||||
Proceeds from short-term borrowing
|
|
3,912
|
|
|
—
|
|
||
Proceeds from the issuance of long-term debt
|
|
—
|
|
|
2,044,952
|
|
||
Payments for conversion of senior notes
|
|
(1,487,187
|
)
|
|
(89,575
|
)
|
||
Payment of debt
|
|
(348
|
)
|
|
(15,118
|
)
|
||
Payments for repurchase of common stock
|
|
(4,110,304
|
)
|
|
(1,123,102
|
)
|
||
Proceeds from exercise of stock options
|
|
1,629
|
|
|
4,303
|
|
||
Net cash (used in) provided by financing activities
|
|
(5,592,298
|
)
|
|
821,460
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents
|
|
(36,560
|
)
|
|
99,037
|
|
||
Net increase in cash, cash equivalents and restricted cash and cash equivalents
|
|
431,131
|
|
|
765,864
|
|
||
Cash, cash equivalents and restricted cash and cash equivalents, beginning of period
|
|
2,563,341
|
|
|
2,082,007
|
|
||
Cash, cash equivalents and restricted cash and cash equivalents, end of period
|
|
$
|
2,994,472
|
|
|
$
|
2,847,871
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
||||
Cash paid during the period for income taxes
|
|
$
|
1,044,312
|
|
|
$
|
601,248
|
|
Cash paid during the period for interest
|
|
$
|
155,056
|
|
|
$
|
110,745
|
|
Non-cash financing activity for loan forgiveness
|
|
$
|
—
|
|
|
$
|
1,000
|
|
Non-cash operating and financing activity for an acquisition (see Note 7)
|
|
$
|
50,751
|
|
|
$
|
—
|
|
Non-cash investing and financing activity for an acquisition (see Note 7)
|
|
$
|
59,690
|
|
|
$
|
—
|
|
Previously Reported
|
|
Three Months Ended
September 30, 2017 |
|
Nine Months Ended
September 30, 2017 |
|||||
|
Cost of revenues
|
|
$
|
59,476
|
|
|
$
|
217,387
|
|
|
Performance advertising
|
|
1,224,345
|
|
|
3,352,707
|
|
||
|
Brand advertising
|
|
112,796
|
|
|
306,995
|
|
||
|
Sales and marketing
|
|
165,539
|
|
|
411,309
|
|
||
|
General and administrative
|
|
142,823
|
|
|
420,004
|
|
||
|
|
|
|
|
|
||||
Current Presentation
|
|
Three Months Ended
September 30, 2017 |
|
Nine Months Ended
September 30, 2017 |
|||||
|
Cost of revenues
|
|
$
|
54,181
|
|
|
$
|
202,007
|
|
|
Performance marketing
|
|
1,231,074
|
|
|
3,364,589
|
|
||
|
Brand marketing
|
|
125,877
|
|
|
337,016
|
|
||
|
Sales and other expenses
|
|
151,024
|
|
|
382,538
|
|
||
|
General and administrative
|
|
142,823
|
|
|
422,252
|
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
As included in the Unaudited Consolidated Balance Sheets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,973,096
|
|
|
$
|
2,541,604
|
|
Restricted cash and cash equivalents included in prepaid expenses and other current assets
|
|
21,376
|
|
|
21,737
|
|
||
Total cash, cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Consolidated Statements of Cash Flows
|
|
$
|
2,994,472
|
|
|
$
|
2,563,341
|
|
|
|
Balance at December 31, 2017
|
|
Adjustments
|
|
Balance at January 1, 2018
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
$
|
1,217,801
|
|
|
$
|
205,324
|
|
|
$
|
1,423,125
|
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
667,523
|
|
|
$
|
171,644
|
|
|
$
|
839,167
|
|
Accrued expenses and other current liabilities
|
|
1,138,980
|
|
|
44,374
|
|
|
1,183,354
|
|
|||
Deferred merchant bookings
|
|
980,455
|
|
|
(201,647
|
)
|
|
778,808
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred income taxes
|
|
481,139
|
|
|
2,414
|
|
|
483,553
|
|
|||
|
|
|
|
|
|
|
||||||
Stockholders' equity:
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
13,938,869
|
|
|
188,539
|
|
|
14,127,408
|
|
|
|
As reported (current revenue standard)
|
|
Current period adjustments
|
|
As adjusted (previous revenue standard)
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
$
|
1,719,059
|
|
|
$
|
(93,439
|
)
|
|
$
|
1,625,620
|
|
Prepaid expenses and other current assets
|
|
617,616
|
|
|
18,563
|
|
|
636,179
|
|
|||
|
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
1,174,599
|
|
|
$
|
(70,609
|
)
|
|
$
|
1,103,990
|
|
Accrued expenses and other current liabilities
|
|
1,654,370
|
|
|
(1,108
|
)
|
|
1,653,262
|
|
|||
Deferred merchant bookings
|
|
1,101,255
|
|
|
88,594
|
|
|
1,189,849
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred income taxes
|
|
491,160
|
|
|
(95
|
)
|
|
491,065
|
|
|||
|
|
|
|
|
|
|
||||||
Stockholders' equity:
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
17,720,656
|
|
|
(94,781
|
)
|
|
17,625,875
|
|
|||
Accumulated other comprehensive income (loss)
|
|
(233,806
|
)
|
|
3,123
|
|
|
(230,683
|
)
|
|
|
As reported (current revenue standard)
|
|
Current period adjustments
|
|
As adjusted (previous revenue standard)
|
||||||
|
|
|
|
|
|
|
||||||
Agency revenues
|
|
$
|
3,540,874
|
|
|
$
|
55,148
|
|
|
$
|
3,596,022
|
|
Merchant revenues
|
|
1,049,661
|
|
|
48,712
|
|
|
1,098,373
|
|
|||
Advertising and other revenues
|
|
258,555
|
|
|
(6
|
)
|
|
258,549
|
|
|||
Cost of revenues
|
|
|
|
44,936
|
|
|
44,936
|
|
||||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Performance marketing
|
|
1,314,055
|
|
|
3,250
|
|
|
1,317,305
|
|
|||
Sales and other expenses
|
|
242,974
|
|
|
206
|
|
|
243,180
|
|
|||
General and administrative
|
|
183,228
|
|
|
86
|
|
|
183,314
|
|
|||
Foreign currency transactions and other
|
|
(17,072
|
)
|
|
951
|
|
|
(16,121
|
)
|
|||
Income tax expense
|
|
473,268
|
|
|
11,742
|
|
|
485,010
|
|
|||
Net income
|
|
1,767,578
|
|
|
44,585
|
|
|
1,812,163
|
|
|||
Net income applicable to common stockholders per basic common share
|
|
37.39
|
|
|
0.95
|
|
|
38.34
|
|
|||
Net income applicable to common stockholders per diluted common share
|
|
37.02
|
|
|
0.93
|
|
|
37.95
|
|
|
|
As reported (current revenue standard)
|
|
Current period adjustments
|
|
As adjusted (previous revenue standard)
|
||||||
|
|
|
|
|
|
|
||||||
Agency revenues
|
|
$
|
8,220,506
|
|
|
$
|
107,826
|
|
|
$
|
8,328,332
|
|
Merchant revenues
|
|
2,285,992
|
|
|
150,389
|
|
|
2,436,381
|
|
|||
Advertising and other revenues
|
|
807,887
|
|
|
98
|
|
|
807,985
|
|
|||
Cost of revenues
|
|
|
|
134,886
|
|
|
134,886
|
|
||||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Performance marketing
|
|
3,562,155
|
|
|
4,254
|
|
|
3,566,409
|
|
|||
Sales and other expenses
|
|
612,367
|
|
|
206
|
|
|
612,573
|
|
|||
General and administrative
|
|
504,120
|
|
|
1,120
|
|
|
505,240
|
|
|||
Foreign currency transactions and other
|
|
(40,174
|
)
|
|
1,740
|
|
|
(38,434
|
)
|
|||
Income tax expense
|
|
850,934
|
|
|
25,829
|
|
|
876,763
|
|
|||
Net income
|
|
3,352,160
|
|
|
93,758
|
|
(1)
|
3,445,918
|
|
|||
Net income applicable to common stockholders per basic common share
|
|
70.00
|
|
|
1.96
|
|
|
71.96
|
|
|||
Net income applicable to common stockholders per diluted common share
|
|
69.07
|
|
|
1.94
|
|
|
71.01
|
|
•
|
Agency revenues are derived from travel-related transactions where the Company does not receive payments from travelers for the travel reservation 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, as well as certain global distribution system ("GDS") reservation booking fees and certain travel insurance fees.
|
•
|
Merchant revenues are derived from services where the Company receives payments from travelers for the travel reservation 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 net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) and travel reservation commissions in connection with our accommodation reservations and rental car services; ancillary fees, including travel insurance-related revenues, credit card processing rebates and certain GDS reservation booking fees; and customer processing fees. Substantially all merchant revenues are for merchant services derived from transactions where travelers book accommodations reservations or rental car reservations from travel service providers.
|
Share-Based Awards
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||||
Unvested at December 31, 2017
|
|
524,696
|
|
|
|
$
|
1,431.88
|
|
|
Granted
|
|
156,896
|
|
|
|
$
|
2,032.81
|
|
|
Vested
|
|
(194,461
|
)
|
|
|
$
|
1,288.07
|
|
|
Performance Shares Adjustment
|
|
15,338
|
|
|
|
$
|
1,657.61
|
|
|
Forfeited/Canceled
|
|
(33,396
|
)
|
|
|
$
|
1,690.38
|
|
|
Unvested at September 30, 2018
|
|
469,073
|
|
|
|
$
|
1,681.48
|
|
|
Employee Stock Options
|
|
Number of Shares
|
|
Weighted-Average
Exercise Price |
|
Aggregate
Intrinsic Value (in thousands)
|
|
Weighted-Average Remaining Contractual Term
(in years) |
||||||||
Balance, December 31, 2017
|
|
30,675
|
|
|
|
$
|
401.61
|
|
|
|
$
|
40,986
|
|
|
3.9
|
|
Exercised
|
|
(3,300
|
)
|
|
|
$
|
493.87
|
|
|
|
|
|
|
|||
Forfeited
|
|
(13
|
)
|
|
|
$
|
241.83
|
|
|
|
|
|
|
|||
Balance, September 30, 2018
|
|
27,362
|
|
|
|
$
|
390.64
|
|
|
|
$
|
43,598
|
|
|
3.0
|
|
Vested and exercisable at September 30, 2018
|
|
27,289
|
|
|
|
$
|
399.10
|
|
|
|
$
|
43,541
|
|
|
3.0
|
|
Vested and exercisable at September 30, 2018 and expected to vest thereafter
|
|
27,362
|
|
|
|
$
|
390.64
|
|
|
|
$
|
43,598
|
|
|
3.0
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Weighted-average number of basic common shares outstanding
|
|
47,268
|
|
|
48,981
|
|
|
47,887
|
|
|
49,100
|
|
Weighted-average dilutive stock options, restricted stock units and performance share units
|
|
230
|
|
|
273
|
|
|
270
|
|
|
278
|
|
Assumed conversion of Convertible Senior Notes
|
|
253
|
|
|
718
|
|
|
373
|
|
|
686
|
|
Weighted-average number of diluted common and common equivalent shares outstanding
|
|
47,751
|
|
|
49,972
|
|
|
48,530
|
|
|
50,064
|
|
Anti-dilutive potential common shares
|
|
1,428
|
|
|
1,948
|
|
|
1,366
|
|
|
2,006
|
|
|
|
Cost
|
|
Gross
Unrealized Gains
|
|
Gross
Unrealized Losses
|
|
Fair
Value
|
||||||||
Short-term investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
389,789
|
|
|
$
|
6
|
|
|
$
|
(523
|
)
|
|
$
|
389,272
|
|
U.S. government securities
|
|
809,241
|
|
|
—
|
|
|
(3,856
|
)
|
|
805,385
|
|
||||
Corporate debt securities
|
|
2,952,065
|
|
|
426
|
|
|
(11,561
|
)
|
|
2,940,930
|
|
||||
U.S. government agency securities
|
|
4,916
|
|
|
—
|
|
|
(7
|
)
|
|
4,909
|
|
||||
Commercial paper
|
|
17,080
|
|
|
—
|
|
|
—
|
|
|
17,080
|
|
||||
Certificate of deposit
|
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
||||
Total
|
|
$
|
4,173,591
|
|
|
$
|
432
|
|
|
$
|
(15,947
|
)
|
|
$
|
4,158,076
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
790,653
|
|
|
$
|
1,205
|
|
|
$
|
(986
|
)
|
|
$
|
790,872
|
|
U.S. government securities
|
|
370,987
|
|
|
—
|
|
|
(10,053
|
)
|
|
360,934
|
|
||||
Corporate debt securities
|
|
4,747,084
|
|
|
4,817
|
|
|
(59,563
|
)
|
|
4,692,338
|
|
||||
Investments in Ctrip:
|
|
|
|
|
|
|
|
|
||||||||
Convertible debt securities
|
|
1,275,000
|
|
|
21,500
|
|
|
(38,668
|
)
|
|
1,257,832
|
|
||||
Equity securities
|
|
655,311
|
|
|
153,553
|
|
|
(4,781
|
)
|
|
804,083
|
|
||||
Meituan Dianping equity securities
|
|
450,270
|
|
|
257,134
|
|
|
—
|
|
|
707,404
|
|
||||
Total
|
|
$
|
8,289,305
|
|
|
$
|
438,209
|
|
|
$
|
(114,051
|
)
|
|
$
|
8,613,463
|
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Short-term investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
725,566
|
|
|
$
|
246
|
|
|
$
|
(436
|
)
|
|
$
|
725,376
|
|
U.S. government securities
|
|
996,112
|
|
|
5
|
|
|
(1,999
|
)
|
|
994,118
|
|
||||
Corporate debt securities
|
|
3,067,703
|
|
|
449
|
|
|
(4,837
|
)
|
|
3,063,315
|
|
||||
U.S. government agency securities
|
|
4,444
|
|
|
—
|
|
|
(30
|
)
|
|
4,414
|
|
||||
Commercial paper
|
|
72,650
|
|
|
—
|
|
|
—
|
|
|
72,650
|
|
||||
Total
|
|
$
|
4,866,475
|
|
|
$
|
700
|
|
|
$
|
(7,302
|
)
|
|
$
|
4,859,873
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments in marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
607,000
|
|
|
$
|
1,588
|
|
|
$
|
(678
|
)
|
|
$
|
607,910
|
|
U.S. government securities
|
|
844,910
|
|
|
2
|
|
|
(10,636
|
)
|
|
834,276
|
|
||||
Corporate debt securities
|
|
6,689,747
|
|
|
8,399
|
|
|
(41,722
|
)
|
|
6,656,424
|
|
||||
U.S. government agency securities
|
|
500
|
|
|
—
|
|
|
(6
|
)
|
|
494
|
|
||||
Investments in Ctrip:
|
|
|
|
|
|
|
|
|
||||||||
Convertible debt securities
|
|
1,275,000
|
|
|
103,100
|
|
|
(9,600
|
)
|
|
1,368,500
|
|
||||
Equity securities
|
|
655,311
|
|
|
299,697
|
|
|
(1,012
|
)
|
|
953,996
|
|
||||
Total
|
|
$
|
10,072,468
|
|
|
$
|
412,786
|
|
|
$
|
(63,654
|
)
|
|
$
|
10,421,600
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|||
Currency exchange derivatives
|
|
$
|
—
|
|
|
$
|
1,617
|
|
|
$
|
1,617
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|||
Currency exchange derivatives
|
|
$
|
—
|
|
|
$
|
127
|
|
|
$
|
127
|
|
Level
1
:
|
Quoted prices in active markets that are accessible by the Company at the measurement date for
|
Level
2
:
|
Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted
|
Level
3
:
|
Unobservable inputs are used when little or no market data is available.
|
|
September 30, 2018
|
|
December 31, 2017
|
|
|
|
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Amortization
Period |
|
Weighted-
Average Useful Life |
||||||||||||
Supply and distribution agreements
|
$
|
1,081,543
|
|
|
$
|
(396,584
|
)
|
|
$
|
684,959
|
|
|
$
|
1,056,660
|
|
|
$
|
(355,000
|
)
|
|
$
|
701,660
|
|
|
3 - 20 years
|
|
16 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology
|
171,419
|
|
|
(118,017
|
)
|
|
53,402
|
|
|
137,288
|
|
|
(104,478
|
)
|
|
32,810
|
|
|
1 - 7 years
|
|
5 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
1,623
|
|
|
(1,623
|
)
|
|
—
|
|
|
1,623
|
|
|
(1,623
|
)
|
|
—
|
|
|
15 years
|
|
15 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internet domain names
|
40,903
|
|
|
(29,767
|
)
|
|
11,136
|
|
|
42,265
|
|
|
(28,802
|
)
|
|
13,463
|
|
|
5 - 20 years
|
|
8 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
1,785,284
|
|
|
(417,600
|
)
|
|
1,367,684
|
|
|
1,779,076
|
|
|
(350,447
|
)
|
|
1,428,629
|
|
|
4-20 years
|
|
19 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-compete agreements
|
900
|
|
|
(806
|
)
|
|
94
|
|
|
21,900
|
|
|
(21,639
|
)
|
|
261
|
|
|
4 years
|
|
4 years
|
||||||
Total intangible assets
|
$
|
3,081,672
|
|
|
$
|
(964,397
|
)
|
|
$
|
2,117,275
|
|
|
$
|
3,038,812
|
|
|
$
|
(861,989
|
)
|
|
$
|
2,176,823
|
|
|
|
|
|
Remainder of 2018
|
$
|
42,591
|
|
2019
|
168,473
|
|
|
2020
|
160,708
|
|
|
2021
|
154,745
|
|
|
2022
|
152,006
|
|
|
2023
|
150,007
|
|
|
Thereafter
|
1,288,745
|
|
|
|
$
|
2,117,275
|
|
Balance at December 31, 2017
|
$
|
2,737,671
|
|
Acquisition
|
131,583
|
|
|
Currency translation adjustments
|
(24,125
|
)
|
|
Balance at September 30, 2018
|
$
|
2,845,129
|
|
September 30, 2018
|
|
Outstanding
Principal
Amount
|
|
Unamortized Debt
Discount and Debt
Issuance Cost
|
|
Carrying
Value
|
||||||
Long-term debt:
|
|
|
|
|
|
|
||||||
0.35% Convertible Senior Notes due June 2020
|
|
$
|
999,950
|
|
|
$
|
(45,225
|
)
|
|
$
|
954,725
|
|
0.9% Convertible Senior Notes due September 2021
|
|
1,000,000
|
|
|
(66,841
|
)
|
|
933,159
|
|
|||
0.8% (€1 Billion) Senior Notes due March 2022
|
|
1,161,500
|
|
|
(5,073
|
)
|
|
1,156,427
|
|
|||
2.15% (€750 Million) Senior Notes due November 2022
|
|
871,125
|
|
|
(3,927
|
)
|
|
867,198
|
|
|||
2.75% Senior Notes due March 2023
|
|
500,000
|
|
|
(2,747
|
)
|
|
497,253
|
|
|||
2.375% (€1 Billion) Senior Notes due September 2024
|
|
1,161,500
|
|
|
(10,709
|
)
|
|
1,150,791
|
|
|||
3.65% Senior Notes due March 2025
|
|
500,000
|
|
|
(2,959
|
)
|
|
497,041
|
|
|||
3.6% Senior Notes due June 2026
|
|
1,000,000
|
|
|
(6,250
|
)
|
|
993,750
|
|
|||
1.8% (€1 Billion) Senior Notes due March 2027
|
|
1,161,500
|
|
|
(4,709
|
)
|
|
1,156,791
|
|
|||
3.55% Senior Notes due March 2028
|
|
500,000
|
|
|
(3,234
|
)
|
|
496,766
|
|
|||
Total long-term debt
|
|
$
|
8,855,575
|
|
|
$
|
(151,674
|
)
|
|
$
|
8,703,901
|
|
December 31, 2017
|
|
Outstanding
Principal
Amount
|
|
Unamortized Debt
Discount and Debt
Issuance Cost
|
|
Carrying
Value
|
||||||
Short-term debt:
|
|
|
|
|
|
|
||||||
1.0% Convertible Senior Notes due March 2018
|
|
$
|
714,304
|
|
|
$
|
(3,394
|
)
|
|
$
|
710,910
|
|
Long-term debt:
|
|
|
|
|
|
|
||||||
0.35% Convertible Senior Notes due June 2020
|
|
$
|
1,000,000
|
|
|
$
|
(64,825
|
)
|
|
$
|
935,175
|
|
0.9% Convertible Senior Notes due September 2021
|
|
1,000,000
|
|
|
(83,272
|
)
|
|
916,728
|
|
|||
0.8% (€1 Billion) Senior Notes due March 2022
|
|
1,200,800
|
|
|
(6,238
|
)
|
|
1,194,562
|
|
|||
2.15% (€750 Million) Senior Notes due November 2022
|
|
900,600
|
|
|
(4,683
|
)
|
|
895,917
|
|
|||
2.75% Senior Notes due March 2023
|
|
500,000
|
|
|
(3,203
|
)
|
|
496,797
|
|
|||
2.375% (€1 Billion) Senior Notes due September 2024
|
|
1,200,800
|
|
|
(12,240
|
)
|
|
1,188,560
|
|
|||
3.65% Senior Notes due March 2025
|
|
500,000
|
|
|
(3,290
|
)
|
|
496,710
|
|
|||
3.6% Senior Notes due June 2026
|
|
1,000,000
|
|
|
(6,840
|
)
|
|
993,160
|
|
|||
1.8% (€1 Billion) Senior Notes due March 2027
|
|
1,200,800
|
|
|
(5,136
|
)
|
|
1,195,664
|
|
|||
3.55% Senior Notes due March 2028
|
|
500,000
|
|
|
(3,485
|
)
|
|
496,515
|
|
|||
Total long-term debt
|
|
$
|
9,003,000
|
|
|
$
|
(193,212
|
)
|
|
$
|
8,809,788
|
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Foreign currency translation adjustments, net of tax
(1)
|
|
$
|
(106,638
|
)
|
|
$
|
(15,700
|
)
|
|
|
|
|
|
||||
Net unrealized gains on marketable securities, net of tax:
|
|
|
|
|
||||
Net unrealized gains on marketable equity securities, net of tax
(2)
|
|
—
|
|
|
241,088
|
|
||
Net unrealized (losses) gains on marketable debt securities, net of tax
(3)
|
|
(127,168
|
)
|
|
11,594
|
|
||
|
|
|
|
|
||||
Accumulated other comprehensive income (loss)
|
|
$
|
(233,806
|
)
|
|
$
|
236,982
|
|
•
|
providing consumers with the best choices and prices at any time, in any place, on any device;
|
•
|
making it easy for people to find, book and experience their travel desires; and
|
•
|
providing platforms, tools and insights to our business partners to help them be successful.
|
•
|
Booking.com - the world’s leading brand for booking online accommodation reservations, based on room nights booked.
|
•
|
priceline - a leading hotel, rental car, airline ticket and vacation package reservation service in the United States.
|
•
|
KAYAK - a leading meta-search service allowing consumers to easily search and compare travel itineraries and prices, including airline ticket, accommodation and rental car reservation information, from hundreds of travel websites at once.
|
•
|
agoda - a leading accommodation reservation service catering primarily to consumers in the Asia-Pacific region.
|
•
|
Rentalcars.com - a leading worldwide rental car reservation service (which began operating as part of Booking.com on January 1, 2018).
|
•
|
OpenTable - a leading provider of restaurant reservation and information services to consumers and restaurant reservation management and customer acquisition services to restaurants (which began operating as part of KAYAK on July 1, 2018).
|
•
|
Commissions earned from facilitating reservations of accommodations, rental cars and other travel services on an agency basis;
|
•
|
Transaction net revenues and travel reservation commissions on a merchant basis and customer processing fees from our accommodation, rental car, airline ticket, attractions and in-stay services and vacation package reservation services;
|
•
|
Advertising revenues primarily earned by KAYAK from sending referrals to online travel companies ("OTCs") and travel service providers, as well as from advertising placements on KAYAK's websites and mobile apps;
|
•
|
Reservation revenues paid by restaurants for diners seated through OpenTable's online reservation services, subscription fees for restaurant reservation management services provided by OpenTable; and
|
•
|
Ancillary revenues including travel insurance-related revenues, credit card processing rebates, global distribution system ("GDS") reservation booking fees and customer processing fees, in each case related to certain of our travel services.
|
|
|
Three Months Ended
September 30, (in millions) |
|
|
|
Nine Months Ended
September 30, (in millions) |
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Agency
|
|
$
|
19,024
|
|
|
$
|
18,594
|
|
|
2.3
|
%
|
|
$
|
58,689
|
|
|
$
|
54,681
|
|
|
7.3
|
%
|
Merchant
|
|
5,250
|
|
|
3,168
|
|
|
65.7
|
%
|
|
14,490
|
|
|
8,564
|
|
|
69.2
|
%
|
||||
Total
|
|
$
|
24,274
|
|
|
$
|
21,762
|
|
|
11.5
|
%
|
|
$
|
73,179
|
|
|
$
|
63,245
|
|
|
15.7
|
%
|
|
|
Three Months Ended
September 30, (in millions) |
|
|
|
Nine Months Ended
September 30, (in millions) |
|
|
||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||
Room nights
|
|
201.3
|
|
177.5
|
|
13.4
|
%
|
|
588.7
|
|
521.6
|
|
12.9
|
%
|
Rental car days
|
|
19.0
|
|
19.0
|
|
(0.1
|
)%
|
|
58.6
|
|
58.3
|
|
0.5
|
%
|
Airline tickets
|
|
1.8
|
|
1.7
|
|
9.2
|
%
|
|
5.6
|
|
5.3
|
|
5.4
|
%
|
•
|
Agency.
Agency revenues are derived from travel-related transactions where we do not receive payments from travelers for the travel reservation services provided. Agency revenues consist almost entirely of travel reservation commissions, as well as certain GDS reservation booking fees and certain travel insurance fees. Substantially all of our agency revenue is from Booking.com agency accommodation reservations.
|
•
|
Merchant.
Merchant revenues are derived from services where we receive payments from travelers for the travel reservation services provided. Merchant revenues include (1) transaction net revenues (i.e., the amount charged to a customer, less the amount charged to us by travel service providers) and travel reservation commissions in connection with (a) the accommodation reservations provided through our merchant accommodation reservation
|
|
|
Three Months Ended
September 30, (in thousands) |
|
|
|
Nine Months Ended
September 30, (in thousands) |
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Agency revenues
|
|
$
|
3,540,874
|
|
|
$
|
3,523,706
|
|
|
0.5
|
%
|
|
$
|
8,220,506
|
|
|
$
|
7,641,390
|
|
|
7.6
|
%
|
Merchant revenues
|
|
1,049,661
|
|
|
684,289
|
|
|
|
|
|
2,285,992
|
|
|
1,624,467
|
|
|
|
|
||||
Advertising and other revenues
|
|
258,555
|
|
|
226,034
|
|
|
14.4
|
%
|
|
807,887
|
|
|
612,132
|
|
|
32.0
|
%
|
||||
Total revenues
|
|
$
|
4,849,090
|
|
|
4,434,029
|
|
|
|
|
$
|
11,314,385
|
|
|
9,877,989
|
|
|
|
||||
Cost of revenues
|
|
|
|
54,181
|
|
|
|
|
|
|
|
202,007
|
|
|
|
|
||||||
Gross profit
|
|
|
|
$
|
4,379,848
|
|
|
|
|
|
|
$
|
9,675,982
|
|
|
|
|
|
|
Three Months Ended
September 30, (in thousands) |
|
|
|
Nine Months Ended
September 30, (in thousands) |
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Performance marketing
|
|
$
|
1,314,055
|
|
|
$
|
1,231,074
|
|
|
6.7
|
%
|
|
$
|
3,562,155
|
|
|
$
|
3,364,589
|
|
|
5.9
|
%
|
% of Total revenues in 2018 / % of Gross profit in 2017
|
|
27.1
|
%
|
|
28.1
|
%
|
|
|
|
31.5
|
%
|
|
34.8
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Brand marketing
|
|
$
|
160,126
|
|
|
$
|
125,877
|
|
|
27.2
|
%
|
|
$
|
385,262
|
|
|
$
|
337,016
|
|
|
14.3
|
%
|
% of Total revenues in 2018 / % of Gross profit in 2017
|
|
3.3
|
%
|
|
2.9
|
%
|
|
|
|
3.4
|
%
|
|
3.5
|
%
|
|
|
|
|
Three Months Ended
September 30, (in thousands) |
|
|
|
Nine Months Ended
September 30, (in thousands) |
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Sales and other expenses
|
|
$
|
242,974
|
|
|
$
|
151,024
|
|
|
60.9
|
%
|
|
$
|
612,367
|
|
|
$
|
382,538
|
|
|
60.1
|
%
|
% of Total revenues in 2018 / % of Gross profit in 2017
|
|
5.0
|
%
|
|
3.4
|
%
|
|
|
|
|
5.4
|
%
|
|
4.0
|
%
|
|
|
|
|
Three Months Ended
September 30, (in thousands) |
|
|
|
Nine Months Ended
September 30, (in thousands) |
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Personnel
|
|
$
|
536,735
|
|
|
$
|
483,438
|
|
|
11.0
|
%
|
|
$
|
1,557,872
|
|
|
$
|
1,220,176
|
|
|
27.7
|
%
|
% of Total revenues in 2018 / % of Gross profit in 2017
|
|
11.1
|
%
|
|
11.0
|
%
|
|
|
|
|
13.8
|
%
|
|
12.6
|
%
|
|
|
|
|
Three Months Ended
September 30, (in thousands) |
|
|
|
Nine Months Ended
September 30, (in thousands) |
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
General and administrative
|
|
$
|
183,228
|
|
|
$
|
142,823
|
|
|
28.3
|
%
|
|
$
|
504,120
|
|
|
$
|
422,252
|
|
|
19.4
|
%
|
% of Total revenues in 2018 / % of Gross profit in 2017
|
|
3.8
|
%
|
|
3.3
|
%
|
|
|
|
|
4.5
|
%
|
|
4.4
|
%
|
|
|
|
|
|
Three Months Ended
September 30, (in thousands) |
|
|
|
Nine Months Ended
September 30, (in thousands) |
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Information technology
|
|
$
|
57,742
|
|
|
$
|
47,901
|
|
|
20.5
|
%
|
|
$
|
177,133
|
|
|
$
|
132,677
|
|
|
33.5
|
%
|
% of Total revenues in 2018 / % of Gross profit in 2017
|
|
1.2
|
%
|
|
1.1
|
%
|
|
|
|
1.6
|
%
|
|
1.4
|
%
|
|
|
|
|
|
Three Months Ended
September 30, (in thousands) |
|
|
|
Nine Months Ended
September 30, (in thousands) |
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Depreciation and amortization
|
|
$
|
107,641
|
|
|
$
|
95,910
|
|
|
12.2
|
%
|
|
$
|
317,397
|
|
|
$
|
265,212
|
|
|
19.7
|
%
|
% of Total revenues in 2018 / % of Gross profit in 2017
|
|
2.2
|
%
|
|
2.2
|
%
|
|
|
|
|
2.8
|
%
|
|
2.7
|
%
|
|
|
|
|
|
Three Months Ended
September 30, (in thousands) |
|
|
|
Nine Months Ended
September 30, (in thousands) |
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Interest income
|
|
$
|
48,641
|
|
|
$
|
41,483
|
|
|
17.3
|
%
|
|
$
|
141,210
|
|
|
$
|
110,296
|
|
|
28.0
|
%
|
Interest expense
|
|
(68,170
|
)
|
|
(66,338
|
)
|
|
2.8
|
%
|
|
(203,242
|
)
|
|
(182,997
|
)
|
|
11.1
|
%
|
||||
Net unrealized gains on marketable equity securities
|
|
30,858
|
|
|
—
|
|
|
N/A
|
|
|
107,221
|
|
|
—
|
|
|
N/A
|
|
||||
Foreign currency transactions and other
|
|
(17,072
|
)
|
|
(10,101
|
)
|
|
69.0
|
%
|
|
(40,174
|
)
|
|
(21,249
|
)
|
|
89.1
|
%
|
||||
Total
|
|
$
|
(5,743
|
)
|
|
$
|
(34,956
|
)
|
|
(83.6
|
)%
|
|
$
|
5,015
|
|
|
$
|
(93,950
|
)
|
|
(105.3
|
)%
|
|
|
Three Months Ended
September 30, (in thousands) |
|
|
|
Nine Months Ended
September 30, (in thousands) |
|
|
||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Income tax expense
|
|
$
|
473,268
|
|
|
$
|
346,454
|
|
|
36.6
|
%
|
|
$
|
850,934
|
|
|
$
|
561,349
|
|
|
51.6
|
%
|
% of Earnings before income taxes
|
|
21.1
|
%
|
|
16.8
|
%
|
|
|
|
20.2
|
%
|
|
16.2
|
%
|
|
|
•
|
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; Hotel Reservation Service (HRS) and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope, CarTrawler, Ctrip (in which we hold a minority interest), Tongcheng-eLong (in which Ctrip holds a significant minority interest), ezTravel (in which Ctrip holds a majority interest), Meituan Dianping (in which we hold a small minority interest), MakeMyTrip, Cleartrip, Traveloka (in which Expedia holds a minority interest), Webjet, Rakuten, Jalan (which is owned by Recruit), Despegar/Decolar (in which Expedia holds a minority interest), Fliggy (operated by Alibaba), 17u.com, HotelTonight, CheapOair and eDreams ODIGEO;
|
•
|
online accommodation search and/or reservation services, such as Airbnb, HomeAway (which is owned by Expedia) and Tujia (in which Ctrip and Expedia hold investments), currently focused primarily on alternative accommodations, including individually owned properties such as homes and apartments;
|
•
|
large online companies, including search, social networking and marketplace companies such as Google, Facebook, Alibaba, Tencent, Amazon and Baidu;
|
•
|
traditional travel agencies, travel management companies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services, such as Carlson Wagonlit, American Express, BCD Travel,
|
•
|
travel service providers such as accommodation providers, rental car companies and airlines, many of which have their own branded websites to which they drive business, including large hotel chains such as Marriott International, Hilton and Intercontinental Hotel Group and emerging hotel chains such as OYO Rooms, as well as joint efforts by travel service providers such as Room Key, an online hotel reservation service owned by several major hotel companies;
|
•
|
online travel search and price comparison services (generally referred to as "meta-search" services), such as Google Flights, Google Hotel Ads, TripAdvisor, trivago (in which Expedia holds a majority interest), Qunar (which is controlled by Ctrip), Skyscanner (in which Ctrip holds a majority interest) and HotelsCombined (which we have entered into an agreement to acquire, subject to regulatory approval and satisfaction of closing conditions);
|
•
|
online restaurant reservation services, such as TripAdvisor's LaFourchette, Yelp's SeatMe, Zomato, Bookatable (which is owned by Michelin), Quandoo (which is owned by Recruit) and Resy (in which Airbnb holds a minority interest);
|
•
|
companies offering new rental car business models or car- or ride-sharing services that affect demand for rental cars, some of which have developed innovative technologies to improve efficiency of point-to-point transportation and extensively utilize mobile platforms, such as Uber, Lyft, Gett, Zipcar (which is owned by Avis), BlaBlaCar, Didi Chuxing (in which we hold a small minority interest), Grab (in which we hold a small minority interest) and Ola; and
|
•
|
companies offering technology services and software solutions to accommodation providers, including large global distribution systems, or GDSs, such as Amadeus, Sabre and Travelport.
|
•
|
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; and
|
•
|
reduced protection for intellectual property rights in some countries.
|
•
|
financial or operating results that vary from the expectations of securities analysts and investors or our publicly-disclosed estimates;
|
•
|
quarterly variations in our financial or operating results;
|
•
|
changes in expectations as to our future financial or operating performance, including estimates by securities analysts and investors or our publicly-disclosed estimates of future performance;
|
•
|
worldwide economic conditions in general and in Europe in particular;
|
•
|
fluctuations in currency exchange rates, particularly between the U.S. Dollar and the Euro;
|
•
|
occurrences of a significant security breach;
|
•
|
announcements of technological innovations or new services by us or our competitors;
|
•
|
changes in our capital structure;
|
•
|
changes in market valuations of other internet or online service companies;
|
•
|
announcements by us or our competitors of price reductions, promotions, significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
loss of a major travel service provider participant, such as a hotel chain, rental car company or airline, from our services;
|
•
|
changes in the status of our intellectual property rights;
|
•
|
lack of success in the expansion of our business models geographically;
|
•
|
business interruptions, such as may result from natural disasters or other events;
|
•
|
announcements by third parties of significant claims or initiation of litigation proceedings against us or adverse developments in pending proceedings;
|
•
|
additions or departures of key personnel; and
|
•
|
trading volume fluctuations.
|
•
|
requiring the dedication of a portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures, share repurchases and acquisitions;
|
•
|
increased vulnerability to downturns in our business, to competitive pressures and to adverse changes in general economic and industry conditions;
|
•
|
decreased or lost ability to obtain additional financing on terms acceptable to us for working capital, capital expenditures, acquisitions, share repurchases or other general corporate purposes; and
|
•
|
decreased flexibility when planning for or reacting to changes in our business and industry.
|
•
|
disruption or harm to the businesses involved;
|
•
|
disruption to our other businesses, including as a result of the need for management to spend time and attention on the integration;
|
•
|
difficulty combining different company cultures; systems; reporting structures, titles and job descriptions; and compensation schemes;
|
•
|
problems retaining key personnel, in particular at the acquired or integrated company; and
|
•
|
difficulty implementing and maintaining effective controls, procedures and policies.
|
Period
|
|
(a) Total Number
of Shares (or
Units) Purchased
|
|
(b) Average
Price Paid per
Share (or Unit)
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
(d) Maximum
Number (or
Approximate Dollar Value)
of Shares (or Units)
that May
Yet Be Purchased
Under the
Plans or Programs
|
|
|
||||||
July 1, 2018 –
|
|
281,662
|
|
(1) (2)
|
$
|
2,046.00
|
|
|
281,662
|
|
|
$
|
8,033,428,371
|
|
|
(1) (2)
|
July 31, 2018
|
|
1,771
|
|
(3)
|
$
|
2,112.12
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
August 1, 2018 –
|
|
345,398
|
|
(1) (2)
|
$
|
1,935.39
|
|
|
345,398
|
|
|
$
|
7,364,949,754
|
|
|
(2)
|
August 31, 2018
|
|
2,416
|
|
(3)
|
$
|
1,940.75
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
September 1, 2018 –
|
|
518,060
|
|
(2)
|
$
|
1,922.01
|
|
|
518,060
|
|
|
$
|
6,369,232,028
|
|
|
(2)
|
September 30, 2018
|
|
57
|
|
(3)
|
$
|
1,987.26
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
Total
|
|
1,149,364
|
|
|
$
|
1,956.75
|
|
|
1,145,120
|
|
|
$
|
6,369,232,028
|
|
|
|
(1)
|
Pursuant
to a stock repurchase program announced on February 27, 2017, whereby the Company was authorized to repurchase up to $2,000,000,000 of its common stock.
|
(2)
|
Pursuant
to a stock repurchase program announced on February 27, 2018, whereby the Company was authorized to repurchase up to $8,000,000,000 of its common stock.
|
(3)
|
Pursuant to a general authorization, not publicly announced, whereby the Company is authorized to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation.
|
Exhibit
Number
|
Description
|
|
|
3.1
(a)
|
Restated Certificate of Incorporation.
|
3.2
(a)
|
Amended and Restated By-Laws.
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of David Goulden, the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of David Goulden, the Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
The following materials from the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2018 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheet, (ii) Unaudited Consolidated Statement of Operations, (iii) Unaudited Consolidated Statement of Comprehensive Income, (iv) Unaudited Consolidated Statements of Changes in Stockholders' Equity, (v) Unaudited Consolidated Statement of Cash Flows, and (vi) Notes to Unaudited Consolidated Financial Statements.
|
(a)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on February 21, 2018 and incorporated herein by reference.
|
|
|
|
BOOKING HOLDINGS INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
Date:
|
November 5, 2018
|
By:
|
/s/ David Goulden
|
|
|
|
Name: David Goulden
Title: Executive Vice President and Chief Financial Officer
|
|
|
|
(On behalf of the Registrant and as principal financial officer)
|
Exhibit
Number
|
Description
|
|
|
3.1
(a)
|
Restated Certificate of Incorporation.
|
3.2
(a)
|
Amended and Restated By-Laws.
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of David Goulden, the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of David Goulden, the Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
The following materials from the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2018 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheet, (ii) Unaudited Consolidated Statement of Operations, (iii) Unaudited Consolidated Statement of Comprehensive Income, (iv) Unaudited Consolidated Statements of Changes in Stockholders' Equity, (v) Unaudited Consolidated Statement of Cash Flows, and (vi) Notes to Unaudited Consolidated Financial Statements.
|
(a)
|
Previously filed as an exhibit to the Current Report on Form 8-K filed on February 21, 2018 and incorporated herein by reference.
|
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