Booking Holdings Inc
For the period ended Jun 3, 2025. Filed Apr 22, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2025 · Filed Apr 22, 2025
BKNG$160.67-4.8%Stored close · as of Nov 6, 2026
Contents
APPENDIX A
Appendix A Unaudited Reconciliation of GAAP to Non-GAAP Financial Information
RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA AND PRE-SBC ADJUSTED EBITDA*
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions)(1) · 2024 · 2023 · 2022 · 2021 · 2020 · 2019 | |||||||||||
| GAAP Net income | $5,882 | $4,289 | $3,058 | $1,165 | $59 | $4,865 | |||||
| (a) | Adjustment to personnel expenses | - | - | - | - | - | 66 | ||||
| (b) | Accruals related to the Netherlands pension fund matter | - | 276 | - | - | - | - | ||||
| (c) | Accruals related to the fine imposed by the Spanish competition authority | (78) | 530 | - | - | - | - | ||||
| (d) | Accruals related to settlements of indirect tax matters | 337 | 62 | 46 | - | - | - | ||||
| (e) | Termination fee related to an acquisition agreement | - | 90 | - | - | - | - | ||||
| (f) | Depreciation and amortization | 591 | 504 | 451 | 421 | 458 | 469 | ||||
| (g) | Transformation costs | 34 | - | - | - | - | - | ||||
| (h) | Loss on assets classified as held for sale | - | - | 36 | - | - | - | ||||
| (i) | Gain on sale and leaseback transaction | - | - | (240) | - | - | - | ||||
| (j) | Impairment of goodwill | - | - | - | - | 1,062 | - | ||||
| (f) | Interest and dividend income | (1,114) | (1,020) | (219) | (16) | (54) | (152) | ||||
| (f) | Interest expense | 1,295 | 897 | 391 | 334 | 356 | 266 | ||||
| (k) | Net (gains) losses on equity securities | (63) | 131 | 963 | 577 | (1,711) | (745) | ||||
| (l) | Foreign currency transaction (gains) losses on the remeasurement of certain Euro-denominated debt and accrued interest and debt-related foreign currency derivative instruments | (539) | 163 | (56) | (135) | 200 | (7) | ||||
| (m) | Losses on early extinguishment of debt and related reverse treasury lock agreements | - | - | - | 257 | - | - | ||||
| (n) | Loss related to the conversion option on convertible senior notes | 535 | - | - | - | - | - | ||||
| (o) | Other | 17 | - | - | - | - | - | ||||
| (f) | Income tax expense | 1,410 | 1,192 | 865 | 300 | 508 | 1,093 | ||||
| ADJUSTED EBITDA | $8,306 | $7,112 | $5,295 | $2,904 | $879 | $5,855 | |||||
2025 PROXY STATEMENT |BOOKING HOLDINGS INC. 112
Back to Contents
| Year Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions)(1) · 2024 · 2023 · 2022 · 2021 · 2020 · 2019 | |||||||||||||
| (p) | Stock-based compensation (“SBC”) recorded in Personnel expenses | 599 | 530 | 404 | 370 | 233 | 308 | ||||||
| (p) | PRE-SBC ADJUSTED EBITDA | $8,906 | $7,642 | $5,699 | $3,274 | $1,111 | $6,162 | ||||||
| STOCK-BASED COMPENSATION AS A % OF GAAP NET INCOME | 10% | 12% | 13% | 32% | 392% | 6% | |||||||
| STOCK-BASED COMPENSATION AS A % OF PRE-SBC ADJUSTED EBITDA | 7% | 7% | 7% | 11% | 21% | 5% | |||||||
RECONCILIATION OF GAAP NET INCOME TO ADJUSTED NET INCOME AND ADJUSTED EPS*
| Year Ended December 31, | |||||
|---|---|---|---|---|---|
| (In millions, except share and per share data)(1) · 2024 · 2023 | |||||
| GAAP Net income | $5,882 | $4,289 | |||
| (b) | Accruals related to the Netherlands pension fund matter | - | 276 | ||
| (c) | Accruals related to the fine imposed by the Spanish competition authority | (78) | 530 | ||
| (d) | Accruals related to settlements of indirect tax matters | 337 | 62 | ||
| (e) | Termination fee related to an acquisition agreement | - | 90 | ||
| (q) | Amortization of intangible assets | 221 | 222 | ||
| (g) | Transformation costs | 34 | - | ||
| (k) | Net (gains) losses on equity securities | (63) | 131 | ||
| (l) | Foreign currency transaction (gains) losses on the remeasurement of certain Euro-denominated debt and accrued interest and debt-related foreign currency derivative instruments | (539) | 163 | ||
| (n) | Loss related to the conversion option on convertible senior notes, including amortization of debt discount | 796 | - | ||
| (r) | Adjustment to one-time deemed repatriation income tax liability resulting from the Tax Act and related net unrecognized tax benefit | (250) | - | ||
| (o) | Other | 17 | (31) | ||
| (s) | Tax impact of Non-GAAP adjustments | 16 | (170) | ||
| ADJUSTED NET INCOME | $6,374 | $5,561 | |||
| WEIGHTED-AVERAGE NUMBER OF DILUTED COMMON SHARES OUTSTANDING (IN 000’S) | 34,064 | 36,530 | |||
| GAAP NET INCOME APPLICABLE TO COMMON STOCKHOLDERS PER DILUTED COMMON SHARE | $172.69 | $117.40 | |||
| ADJUSTED NET INCOME APPLICABLE TO COMMON STOCKHOLDERS PER DILUTED COMMON SHARE | $187.10 | $152.22 | |||
2025 PROXY STATEMENT |BOOKING HOLDINGS INC. 113
Back to Contents
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
| Year Ended December 31, | |||||
|---|---|---|---|---|---|
| (In millions)(1) · 2024 · 2023 | |||||
| Net cash provided by operating activities | $8,323 | $7,344 | |||
| (t) | Additions to property and equipment | (429) | (345) | ||
| FREE CASH FLOW | $7,893 | $6,999 | |||
| NET CASH PROVIDED BY OPERATING ACTIVITIES AS A % OF TOTAL REVENUES | 35.1% | 34.4% | |||
| FREE CASH FLOW AS A % OF TOTAL REVENUES | 33.3% | 32.8% | |||
| * | U.S. generally accepted accounting principles. |
|---|
| (1) | Amounts may not total due to rounding. |
Notes:
| (a) | Adjustment to correct an immaterial error related to the nonpayment of prior-period wage-related tax on compensation paid to certain highly compensated former employees in the year of separation, which is recorded in Personnel expenses and is excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
|---|---|
| (b) | Accruals related to the Netherlands pension fund matter are recorded in Personnel expenses and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
| (c) | Accruals related to the fine imposed by the Spanish competition authority are recorded in General and administrative expenses and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
| (d) | Accruals related to settlements of certain indirect tax matters are recorded in General and administrative expenses and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. During 2024, the Company paid $332 million related to the settlement of certain Italian indirect tax matters. |
| (e) | Termination fee related to the acquisition agreement for the Etraveli Group is recorded in General and administrative expenses and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
| (f) | Depreciation and amortization, Interest and dividend income, Interest expense, and Income tax expense are excluded from Net income to calculate Adjusted EBITDA. |
| (g) | In November 2024, the Company announced its intention to implement certain organizational changes that are expected to improve operating expense efficiency, increase organizational agility, free up resources that can be reinvested into further improving its offering to travelers and partners, and better position the Company for the long-term. Certain costs incurred in connection with this transformation program, primarily professional fees, are recorded in Transformation costs and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
| (h) | Loss on assets classified as held for sale is recorded in Other operating expenses and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
| (i) | Gain on the sale and leaseback transaction related to Booking.com’s headquarters building is recorded in Other operating expenses and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
| (j) | Impairment of goodwill related to our OpenTable and KAYAK reporting unit in 2020 is recorded in Operating expenses and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
| (k) | Net (gains) losses on equity securities with readily determinable fair values, significant gains on equity securities without readily determinable fair values, and impairments of investments in equity securities are recorded in Other income (expense), net and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
| (l) | Foreign currency transaction (gains) losses on the remeasurement of Euro-denominated debt and accrued interest that are not designated as hedging instruments for accounting purposes and debt-related foreign currency derivative instruments used as economic hedges are recorded in Other income (expense), net and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
| (m) | Loss on early extinguishment of debt and losses on related reverse treasury lock agreements which were designated as cash flow hedges are recorded in Other income (expense), net and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
| (n) | For the year ended December 31, 2024, the Company recorded a loss of $796 million related to the conversion option on the convertible senior notes due in May 2025, which primarily represents the changes in the fair value of an embedded derivative and amortization of debt discount. Under U.S. GAAP, the conversion option is required to be accounted separately as an embedded derivative as, during the year ended December 31, 2024, the Company irrevocably elected cash as the settlement method for the conversion premium on the maturity of the notes. See the Consolidated Financial Statements included in the Company’s 2024 Form 10-K for additional information. The adjustment for the loss related to the conversion option on convertible senior notes, including amortization of the debt discount of $261 million, is recorded in Interest expense and Other income (expense), net, as applicable, and excluded from Net income to calculate Adjusted Net income and Adjusted EBITDA. |
2025 PROXY STATEMENT |BOOKING HOLDINGS INC. 114
Back to Contents
| (o) | For the year ended December 31, 2024, includes an accrual related to the Canadian digital services taxes for the years ended December 31, 2022 and 2023 enacted in June 2024 with retrospective effect, which is recorded in Sales and other expenses. For the year ended December 31, 2023, includes interest received on tax payments refunded pursuant to a settlement with authorities, which is recorded in Interest and dividend income and Income tax expense, as applicable. |
|---|---|
| (p) | Stock-based compensation recorded in Personnel expenses is excluded from Net income to calculate Pre-SBC Adjusted EBITDA. |
| (q) | Amortization of intangible assets is recorded in Depreciation and amortization expenses and excluded from Net income to calculate Adjusted Net income. |
| (r) | Adjustment to one-time deemed repatriation income tax liability resulting from the U.S. Tax Cuts and Jobs Act (“Tax Act”) and related net unrecognized tax benefit are recorded in Income tax expense and excluded from Net income to calculate Adjusted Net income. During 2024, the Company recorded a reduction of $250 million to income tax expense based upon a recent U.S. Tax Court decision. |
| (s) | Reflects the tax impact of Non-GAAP adjustments above which are excluded from Net income to calculate Adjusted Net income. |
| (t) | Cash used for additions to property and equipment is included in the calculation of Free cash flow. |
| For (a) - (s) above, Net income, Sales and other expenses, Personnel expenses, General and administrative expenses, Other operating expenses, Operating expenses, Other income (expense), net, Depreciation and amortization expenses, Transformation costs, Interest expense, Interest and dividend income, Other income (expense), net, and Income tax expense refers to the respective line item in the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. For a more detailed discussion of the adjustments described above, please see our earnings press release for the relevant period, including the section under the heading “Non-GAAP Financial Measures” which provides definitions and information about the use of non-GAAP financial measures. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.