Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 26, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-36691 | |
Entity Registrant Name | Booking Holdings Inc. | |
Entity Central Index Key | 0001075531 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-1528493 | |
Entity Address, Address Line One | 800 Connecticut Avenue | |
Entity Address, City or Town | Norwalk | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06854 | |
City Area Code | 203 | |
Local Phone Number | 299-8000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,789,388 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock par value $0.008 per share | |
Trading Symbol | BKNG | |
Security Exchange Name | NASDAQ | |
2.150% Senior Notes Due 2022 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 2.150% Senior Notes Due 2022 | |
Trading Symbol | BKNG 22 | |
Security Exchange Name | NASDAQ | |
2.375% Senior Notes Due 2024 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 2.375% Senior Notes Due 2024 | |
Trading Symbol | BKNG 24 | |
Security Exchange Name | NASDAQ | |
0.100% Senior Notes Due 2025 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.100% Senior Notes Due 2025 | |
Trading Symbol | BKNG 25 | |
Security Exchange Name | NASDAQ | |
1.800% Senior Notes Due 2027 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.800% Senior Notes Due 2027 | |
Trading Symbol | BKNG 27 | |
Security Exchange Name | NASDAQ | |
0.500% Senior Notes Due 2028 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.500% Senior Notes Due 2028 | |
Trading Symbol | BKNG 28 | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 9,021 | $ 11,127 |
Short-term investments (Available-for-sale debt securities: Amortized cost of $117 and $25, respectively) | 116 | 25 |
Accounts receivable, net (Allowance for expected credit losses of $119 and $101, respectively) | 2,284 | 1,358 |
Prepaid expenses, net (Allowance for expected credit losses of $2 and $29, respectively) | 612 | 404 |
Other current assets | 377 | 231 |
Total current assets | 12,410 | 13,145 |
Property and equipment, net | 879 | 822 |
Operating lease assets | 402 | 496 |
Intangible assets, net | 1,855 | 2,057 |
Goodwill | 2,808 | 2,887 |
Long-term investments (Includes available-for-sale debt securities: Amortized cost of $617 at September 30, 2022) | 2,650 | 3,175 |
Other assets, net (Allowance for expected credit losses of $25 and $18, respectively) | 1,059 | 1,059 |
Total assets | 22,063 | 23,641 |
Current liabilities: | ||
Accounts payable | 2,131 | 1,586 |
Accrued expenses and other current liabilities | 2,925 | 1,765 |
Deferred merchant bookings | 2,253 | 906 |
Short-term debt | 1,234 | 1,989 |
Total current liabilities | 8,543 | 6,246 |
Deferred income taxes | 723 | 905 |
Operating lease liabilities | 286 | 351 |
Long-term U.S. transition tax liability | 711 | 825 |
Other long-term liabilities | 180 | 199 |
Long-term debt | 7,950 | 8,937 |
Total liabilities | 18,393 | 17,463 |
Commitments and contingencies (see Note 13) | ||
Stockholders' equity: | ||
Common stock, $0.008 par value, Authorized shares: 1,000,000,000 Issued shares: 63,774,398 and 63,584,444, respectively | 0 | 0 |
Treasury stock, 24,685,111 and 22,518,391 shares, respectively | (28,630) | (24,290) |
Additional paid-in capital | 6,385 | 6,159 |
Retained earnings | 26,306 | 24,453 |
Accumulated other comprehensive loss | (391) | (144) |
Total stockholders' equity | 3,670 | 6,178 |
Total liabilities and stockholders' equity | $ 22,063 | $ 23,641 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for expected credit losses | $ 119 | $ 101 |
Prepaid expenses, allowance for expected credit losses, current | 2 | 29 |
Other assets, allowance for expected credit losses, noncurrent | $ 25 | $ 18 |
Common stock, par value (in dollars per share) | $ 0.008 | $ 0.008 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 63,774,398 | 63,584,444 |
Treasury stock, shares (in shares) | 24,685,111 | 22,518,391 |
Short-term Investments | ||
Available-for-sale debt securities, amortized cost | $ 117 | $ 25 |
Long-term Investments | ||
Available-for-sale debt securities, amortized cost | $ 617 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total revenues | $ 6,052 | $ 4,676 | $ 13,041 | $ 7,977 |
Operating expenses: | ||||
Marketing expenses | 1,795 | 1,378 | 4,679 | 2,827 |
Sales and other expenses | 540 | 302 | 1,344 | 620 |
Personnel, including stock-based compensation of $101, $85, $302 and $284, respectively | 636 | 591 | 1,867 | 1,829 |
General and administrative | 262 | 179 | 627 | 432 |
Information technology | 129 | 109 | 400 | 289 |
Depreciation and amortization | 109 | 102 | 327 | 323 |
Restructuring, disposal, and other exit costs | (2) | 0 | 40 | 9 |
Total operating expenses | 3,469 | 2,661 | 9,284 | 6,329 |
Operating income | 2,583 | 2,015 | 3,757 | 1,648 |
Interest expense | (102) | (80) | (246) | (259) |
Other income (expense), net | (305) | (967) | (1,040) | (740) |
Income before income taxes | 2,176 | 968 | 2,471 | 649 |
Income tax expense | 510 | 199 | 648 | 102 |
Net income | $ 1,666 | $ 769 | $ 1,823 | $ 547 |
Net income applicable to common stockholders per basic common share | $ 42.10 | $ 18.73 | $ 45.20 | $ 13.33 |
Weighted-average number of basic common shares outstanding (in 000's) | 39,564 | 41,068 | 40,326 | 41,032 |
Net income applicable to common stockholders per diluted common share | $ 41.98 | $ 18.60 | $ 45 | $ 13.22 |
Weighted-average number of diluted common shares outstanding (in 000's) | 39,671 | 41,342 | 40,504 | 41,359 |
Agency revenues | ||||
Total revenues | $ 3,203 | $ 2,867 | $ 6,954 | $ 4,912 |
Merchant revenues | ||||
Total revenues | 2,614 | 1,622 | 5,413 | 2,656 |
Advertising and other revenues | ||||
Total revenues | $ 235 | $ 187 | $ 674 | $ 409 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Stock-based compensation expense | $ 101 | $ 85 | $ 302 | $ 284 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||||
Net income | $ 1,666 | $ 769 | $ 1,823 | $ 547 |
Other comprehensive (loss) income, net of tax | ||||
Foreign currency translation adjustments | (127) | (30) | (235) | (52) |
Net unrealized (losses) gains on available-for-sale securities | (12) | 1 | (12) | 98 |
Total other comprehensive (loss) income, net of tax | (139) | (29) | (247) | 46 |
Comprehensive income | $ 1,527 | $ 740 | $ 1,576 | $ 593 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Millions | Total | Cumulative Effect of Adoption of Accounting Standards Update | Common Stock | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect of Adoption of Accounting Standards Update | Retained Earnings | Retained Earnings Cumulative Effect of Adoption of Accounting Standards Update | Accumulated Other Comprehensive Loss |
Balance (in shares) at Dec. 31, 2020 | 63,406 | (22,447) | |||||||
Balance at Dec. 31, 2020 | $ 4,893 | $ 0 | $ (24,128) | $ 5,851 | $ 23,288 | $ (118) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 547 | 547 | |||||||
Foreign currency translation adjustments | (52) | (52) | |||||||
Net unrealized losses on available-for-sale securities, net of tax | 98 | 98 | |||||||
Conversion of debt | 86 | 86 | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 174 | ||||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 4 | $ 0 | 4 | ||||||
Repurchase of common stock (in shares) | (70) | (70) | |||||||
Repurchase of common stock | $ (158) | $ (158) | |||||||
Stock-based compensation and other stock-based payments | 299 | 299 | |||||||
Balance (in shares) at Sep. 30, 2021 | 63,580 | (22,517) | |||||||
Balance at Sep. 30, 2021 | 5,545 | $ 0 | $ (24,286) | 6,068 | 23,835 | (72) | |||
Balance (in shares) at Jun. 30, 2021 | 63,575 | (22,515) | |||||||
Balance at Jun. 30, 2021 | 4,799 | $ 0 | $ (24,283) | 6,059 | 23,066 | (43) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 769 | 769 | |||||||
Foreign currency translation adjustments | (30) | (30) | |||||||
Net unrealized losses on available-for-sale securities, net of tax | 1 | 1 | |||||||
Conversion of debt | 81 | 81 | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 5 | ||||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 0 | $ 0 | |||||||
Repurchase of common stock (in shares) | (2) | (2) | |||||||
Repurchase of common stock | $ (3) | $ (3) | |||||||
Stock-based compensation and other stock-based payments | 90 | 90 | |||||||
Balance (in shares) at Sep. 30, 2021 | 63,580 | (22,517) | |||||||
Balance at Sep. 30, 2021 | 5,545 | $ 0 | $ (24,286) | 6,068 | 23,835 | (72) | |||
Balance (in shares) at Dec. 31, 2021 | 63,584 | (22,518) | |||||||
Balance at Dec. 31, 2021 | 6,178 | $ (66) | $ 0 | $ (24,290) | 6,159 | $ (96) | 24,453 | $ 30 | (144) |
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 1,823 | 1,823 | |||||||
Foreign currency translation adjustments | (235) | (235) | |||||||
Net unrealized losses on available-for-sale securities, net of tax | (12) | (12) | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 190 | ||||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 7 | $ 0 | 7 | ||||||
Repurchase of common stock (in shares) | (2,167) | (2,167) | |||||||
Repurchase of common stock | $ (4,340) | $ 0 | $ (4,340) | ||||||
Stock-based compensation and other stock-based payments | 315 | 315 | |||||||
Balance (in shares) at Sep. 30, 2022 | 63,774 | (24,685) | |||||||
Balance at Sep. 30, 2022 | 3,670 | $ 0 | $ (28,630) | 6,385 | 26,306 | (391) | |||
Balance (in shares) at Jun. 30, 2022 | 63,766 | (23,618) | |||||||
Balance at Jun. 30, 2022 | 4,002 | $ 0 | $ (26,664) | 6,278 | 24,640 | (252) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 1,666 | 1,666 | |||||||
Foreign currency translation adjustments | (127) | (127) | |||||||
Net unrealized losses on available-for-sale securities, net of tax | (12) | (12) | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 8 | ||||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 2 | $ 0 | 2 | ||||||
Repurchase of common stock (in shares) | (1,067) | (1,067) | |||||||
Repurchase of common stock | $ (1,966) | $ 0 | $ (1,966) | ||||||
Stock-based compensation and other stock-based payments | 105 | 105 | |||||||
Balance (in shares) at Sep. 30, 2022 | 63,774 | (24,685) | |||||||
Balance at Sep. 30, 2022 | $ 3,670 | $ 0 | $ (28,630) | $ 6,385 | $ 26,306 | $ (391) |
UNAUDITED CONSOLIDATED STATEM_5
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
OPERATING ACTIVITIES: | |||
Net income | $ 1,823 | $ 547 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 327 | 323 | |
Provision for expected credit losses and chargebacks | 179 | 88 | |
Deferred income tax benefit | (246) | (343) | |
Net losses on equity securities | [1] | 1,142 | 589 |
Stock-based compensation expense and other stock-based payments | 302 | 290 | |
Operating lease amortization | 117 | 135 | |
Unrealized foreign currency transaction gains related to Euro-denominated debt | (70) | (108) | |
Loss on early extinguishment of debt | [2] | 0 | 242 |
Other | 40 | 61 | |
Changes in assets and liabilities: | |||
Accounts receivable | (1,358) | (1,172) | |
Prepaid expenses and other current assets | (424) | (35) | |
Deferred merchant bookings and other current liabilities | 3,591 | 2,083 | |
Long-term assets and liabilities | (1,042) | (159) | |
Net cash provided by operating activities | 4,381 | 2,541 | |
INVESTING ACTIVITIES: | |||
Purchase of investments | (751) | (15) | |
Proceeds from sale and maturity of investments | 30 | 8 | |
Additions to property and equipment | (293) | (203) | |
Other investing activities | (14) | (5) | |
Net cash used in investing activities | (1,028) | (215) | |
FINANCING ACTIVITIES: | |||
Proceeds from the issuance of long-term debt | 0 | 2,015 | |
Payments on maturity and redemption of debt | (1,102) | (3,068) | |
Payments for repurchase of common stock | (4,278) | (159) | |
Other financing activities | 4 | (22) | |
Net cash used in financing activities | (5,376) | (1,234) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (83) | (11) | |
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents | (2,106) | 1,081 | |
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period | 11,152 | 10,582 | |
Total cash and cash equivalents and restricted cash and cash equivalents, end of period | 9,046 | 11,663 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid during the period for income taxes (see Note 18) | 501 | 420 | |
Cash paid during the period for interest | $ 240 | $ 231 | |
[1]See Note 5 for additional information related to the net losses on equity securities and Note 6 for additional information related to the impairment of an investment in equity securities.[2]See Note 9 for additional information related to the loss on early extinguishment of debt. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Management of Booking Holdings Inc. (the "Company") is responsible for the Unaudited Consolidated Financial Statements included in this document. The Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. 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. The Company prepared the Unaudited Consolidated Financial Statements following the requirements of the Securities and Exchange Commission ("SEC") for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by U.S. GAAP for annual financial statements. These statements should be read in combination with the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The Unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company's subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of "Accumulated other comprehensive loss" in the accompanying Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for any subsequent quarter or the full year. Impact of COVID-19 In response to the outbreak of COVID-19 (the "COVID-19 pandemic"), as well as subsequent outbreaks driven by new variants of COVID-19, governments and businesses around the world have implemented a variety of restrictive measures to reduce the spread of COVID-19. These measures have had a significant adverse effect on many of the customers on whom the Company's business relies, including hotels and other accommodation providers, airlines, and restaurants, as well as the Company's operations, employees, and consumers. The COVID-19 pandemic and the resulting implementation of restrictive measures resulted in a significant decline in travel activities and consumer demand for related services, in 2020 in particular. The Company's financial results and prospects are almost entirely dependent on the sale of travel-related services. The spread of new variants of COVID-19 has caused uncertainty as to when restrictions will be lifted, if additional restrictions may be initiated or reimposed, if there will be permanent changes to travel behavior patterns, and the timing of distribution and administration of COVID-19 vaccines and other medical interventions globally. See Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for further information. Even though there have been improvements in the economic and operating conditions for the Company's business since the outset of the COVID-19 pandemic, the Company cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements Accounting for Convertible Instruments and Contracts in an Entity's Own Equity On January 1, 2022, the Company adopted the new accounting standards update relating to convertible instruments and contracts in an entity's own equity. Compared to legacy U.S. GAAP, the accounting standards update reduces the number of accounting models for convertible debt instruments, requires fewer embedded conversion features to be separately recognized from the host contract, and amends certain guidance to reduce form-over-substance-based accounting conclusions. Under the updated guidance, upon the initial recognition of convertible debt, the Company presents the entire amount attributable to the debt as a liability. The initial carrying amount of the convertible debt liability is reduced by any direct and incremental issuance costs paid to third parties that are associated with the convertible debt issuance. No amount attributable to the debt is initially recognized within equity unless the instrument is issued at a substantial premium. In calculating diluted earnings per share, the accounting standards update also requires the use of the if-converted method for the Company's convertible debt. The Company adopted the accounting standards update on a modified retrospective basis applied to the 0.75% convertible senior notes due May 2025 (see Note 9) resulting in an increase of $30 million to "Retained earnings" as of January 1, 2022. The significant corresponding balance sheet changes as of that date were an increase of $86 million to "Long-term debt" and decreases of $96 million to "Additional paid-in capital" and $21 million to "Deferred income taxes". For the Company’s convertible debt, interest expense for the periods beginning after January 1, 2022 is reflected in the financial statements using interest rates that are closer to the coupon interest rate of the debt rather than the higher imputed interest expense that resulted from the separation of conversion features required by legacy U.S. GAAP. See Note 4 for additional information on net income per share calculations. Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In June 2022, the Financial Accounting Standards Board ("FASB") issued an accounting standards update with guidance on the fair value measurement of equity securities subject to contractual sale restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for the Company beginning January 1, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company does not expect the adoption of the accounting standards update to have a material impact on its Consolidated Financial Statements. Disclosure of Supplier Finance Program Obligations In September 2022, the FASB issued an accounting standards update to enhance the disclosure of supplier finance programs. The update requires that a company that uses a supplier finance program in connection with the purchase of goods or services to disclose sufficient qualitative and quantitative information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments in this update are effective for the Company beginning January 1, 2023. Early adoption is permitted. The Company is currently evaluating the impact of the accounting standards update on its Consolidated Financial Statements. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue Geographic Information The Company's revenue from its businesses outside of the U.S. consists of the results of Booking.com, agoda, and Rentalcars.com in their entirety and the results of the KAYAK and OpenTable businesses located outside of the U.S. This classification is independent of where the consumer resides, where the consumer is physically located while using the Company's services, or the location of the travel service provider or restaurant. For example, a reservation made through Booking.com (which is domiciled in the Netherlands) at a hotel in New York by a consumer in the United States is part of the results of the Company's businesses outside of the U.S. The Company's geographic information is as follows (in millions): Outside of the U.S. United States The Netherlands Other Total Total revenues for the three months ended September 30, 2022 $ 606 $ 4,991 $ 455 $ 6,052 2021 $ 444 $ 3,955 $ 277 $ 4,676 Total revenues for the nine months ended September 30, 2022 $ 1,675 $ 10,300 $ 1,066 $ 13,041 2021 $ 1,034 $ 6,367 $ 576 $ 7,977 Revenue by Type of Service Approximately 90% and 88% of the Company's revenues for the three and nine months ended September 30, 2022, respectively, and 89% and 87% of the Company's revenues for the three and nine months ended September 30, 2021, respectively, relate to online accommodation reservation services. Revenue from all other sources of online travel reservation services and advertising and other revenues each individually represent less than 10% of the Company's total revenues for each period. Deferred Merchant Bookings Cash payments received from travelers in advance of the Company completing its performance obligations are included in "Deferred merchant bookings" in the Company's Consolidated Balance Sheets and are comprised principally of amounts estimated to be payable to travel service providers as well as the Company's estimated future revenue for its commission or margin and fees. The amounts are subject to refunds for cancellations. The Company expects to complete its performance obligations generally within one year from the reservation date. Incentive Programs The Company provides various incentive programs such as referral bonuses, rebates, credits, and discounts. In addition, the Company offers loyalty programs where participating consumers may be awarded loyalty points on current transactions that can be redeemed in the future. The estimated value of the incentives granted and the loyalty points expected to be redeemed is generally recognized as a reduction of revenue at the time they are granted. At September 30, 2022 and December 31, 2021, liabilities of $121 million and $71 million, respectively, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets for incentives granted and loyalty programs. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company maintains equity incentive plans that include broad-based grants of restricted stock units, performance share units granted to officers and certain other employees, and stock options granted to certain employees. Restricted stock units and performance share units granted by the Company during the three and nine months ended September 30, 2022 had an aggregate grant-date fair value of $14 million and $477 million, respectively. Restricted stock units and performance share units that vested during the three and nine months ended September 30, 2022 had an aggregate fair value at vesting of $13 million and $388 million, respectively. At September 30, 2022, there was $618 million of estimated total future stock-based compensation expense related to unvested restricted stock units and performance share units to be recognized over a weighted-average period of 2.0 years, and $8 million of estimated total future stock-based compensation expense related to unvested stock options to be recognized over a weighted-average period of 0.4 year. The following table summarizes the activity in restricted stock units for employees and non-employee directors during the nine months ended September 30, 2022: Restricted Stock Units Shares Weighted-average Grant-date Fair Value Unvested at December 31, 2021 281,924 $ 1,914 Granted 173,915 $ 2,101 Vested (141,071) $ 1,790 Forfeited (29,717) $ 2,056 Unvested at September 30, 2022 285,051 $ 2,075 During the nine months ended September 30, 2021, the Company modified the performance-based awards granted in 2018 and 2019 to its executive officers to fix the number of shares to be issued, subject to other vesting conditions. The modification, in aggregate, resulted in additional stock-based compensation expense of $40 million, which was recognized over the remaining requisite service periods for the performance-based awards. The following table summarizes the activity in performance share units for employees during the nine months ended September 30, 2022: Performance Share Units Shares Weighted-average Grant-date Fair Value Unvested at December 31, 2021 (1) 108,323 $ 2,123 Granted (2),(3) 50,443 $ 2,210 Vested (44,276) $ 1,859 Performance shares adjustment (4) 33,529 $ 2,390 Forfeited (3,033) $ 2,325 Unvested at September 30, 2022 144,986 $ 2,294 (1) Excludes 12,251 performance share units awarded during the year ended December 31, 2021 for which the grant date under Accounting Standards Codification ("ASC") 718, Compensation - Stock Compensation , was not established as of December 31, 2021. Among other conditions, for the grant date to be established, a mutual understanding is required to be reached between the Company and the employee of the key terms and conditions of the award, including the performance targets. The performance targets for each of the annual performance periods under the award are set at the beginning of the respective year. (2) Excludes 9,692 performance share units awarded during the nine months ended September 30, 2022 for which the grant date under ASC 718 has not been established as of September 30, 2022. (3) Includes 7,856 performance share units awarded during the year ended December 31, 2021 for which the grant date under ASC 718 was established. (4) Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications. The following table summarizes the activity in stock options during the nine months ended September 30, 2022: Employee Stock Options Number of Shares Weighted-average Aggregate Weighted-average Remaining Contractual Term Balance, December 31, 2021 135,851 $ 1,407 $ 135 8.3 Exercised (5,306) $ 1,374 Forfeited (7,074) $ 1,411 Balance, September 30, 2022 123,471 $ 1,408 $ 29 7.6 Exercisable at September 30, 2022 624 $ 891 $ — 1.5 |
NET INCOME PER SHARE
NET INCOME PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE The Company c omputes basic net income per share by dividing net income applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted-average number of common and common equivalent shares outstanding during the period. Only dilutive common equivalent shares that decrease the net income per share are included in the computation of diluted net income per share. Common equivalent shares related to stock options, restricted stock units, and performance share units are calculated using the treasury stock method. Performance share units are included in the weighted-average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive. The Company's convertible senior notes have net share settlement features requiring the Company, upon conversion, to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company's common stock, at the Company's option. If the conversion prices for the convertible senior notes exceed the Company's average stock price for the period, the convertible senior notes generally have no impact on diluted net income per share. For periods prior to January 1, 2022, the treasury stock method was used for convertible senior notes in the calculation of diluted net income per share. Following the adoption of the accounting standards update on January 1, 2022 (see Note 1), the if-converted method is used for all periods after that date. A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Weighted-average number of basic common shares outstanding 39,564 41,068 40,326 41,032 Weighted-average dilutive stock options, restricted stock units and performance share units 107 178 149 202 Assumed conversion of convertible senior notes — 96 29 125 Weighted-average number of diluted common and common equivalent shares outstanding 39,671 41,342 40,504 41,359 For the three and nine months ended September 30, 2022, 15,392 and 5,346 potential common shares , respectively, and f or the nine months ended September 30, 2021, 15,434 potential common shares related to restricted stock units and performance share units, as applicable, were excluded from the calculation of dilu ted net income per share because their effect would have been anti-dilutive for the respective perio d. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS The following table summarizes the Company's investments by major security type at September 30, 2022 (in millions): Cost Gross Gross Carrying Value Short-term investments: Debt securities: International government securities $ 3 $ — $ — $ 3 U.S. government securities (1) 93 — (1) 92 Corporate debt securities 21 — — 21 Total debt securities 117 — (1) 116 Total short-term investments $ 117 $ — $ (1) $ 116 Long-term investments: Debt securities: International government securities $ 73 $ — $ (1) $ 72 U.S. government securities 173 — (3) 170 Corporate debt securities 371 — (8) 363 Total debt securities 617 — (12) 605 Equity securities: Equity securities with readily determinable fair values 1,165 1,249 (522) 1,892 Equity securities of private companies 78 259 (184) 153 Total equity securities 1,243 1,508 (706) 2,045 Total long-term investments $ 1,860 $ 1,508 $ (718) $ 2,650 (1) Includes investments in U.S. municipal bonds. The following table summarizes the Company's investments by major security type at December 31, 2021 (in millions): Cost Gross Gross Unrealized Losses/Downward Adjustments Carrying Value Short-term investments: Debt securities: Corporate debt securities $ 25 $ — $ — $ 25 Total debt securities 25 — — 25 Total short-term investments $ 25 $ — $ — $ 25 Long-term investments: Equity securities: Equity securities with readily determinable fair values $ 1,165 $ 1,990 $ (305) $ 2,850 Equity securities of private companies 66 259 — 325 Total equity securities 1,231 2,249 (305) 3,175 Total long-term investments $ 1,231 $ 2,249 $ (305) $ 3,175 The Company has classified its investments in international government securities, U.S. government securities, and corporate debt securities as available-for-sale debt securities. The aggregate unrealized gains and losses, net of tax, are reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The Company's investment policy seeks to preserve capital and maintain sufficient liquidity to meet operational and other needs of the business. At September 30, 2022, the Company’s long-term investments in available-for-sale debt securities had maturity dates between 1 and 2 years. The Company invests in international government securities with high credit quality. At September 30, 2022, investments in international government securities principally included debt securities issued by the governments of Germany, France, Norway, Sweden, and Canada. Equity securities with readily determinable fair values include the Company's investments in Meituan, Grab Holdings Limited ("Grab"), and DiDi Global Inc. ("DiDi"), with fair values of $1.7 billion, $111 million, and $72 million, respectively, at September 30, 2022 and $2.3 billion, $301 million, and $195 million, respectively, at December 31, 2021, which are included in "Long-term investments" in the Consolidated Balance Sheets. Net unrealized (losses) gains related to these investments for the three and nine months ended September 30, 2022 and 2021 were as follows (in millions): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Meituan (1) $ (294) $ (772) $ (629) $ (509) Grab (2) 4 4 (190) 130 DiDi (1) (44) (249) (123) (94) (1) Included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations. (2) Net unrealized gains (losses) for the three and nine months ended September 30, 2022 are included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations and net unrealized gains for the three and nine months ended September 30, 2021 are included in Net unrealized (losses) gains on available-for-sale securities in the Unaudited Consolidated Statements of Comprehensive Income. During the three and nine months ended September 30, 2021, prior to the business combination transaction involving Grab Holdings Inc., Grab and Altimeter Growth Corp. (the "Grab Transaction"), the Company's investment in Grab was classified as a debt security for accounting purposes. In December 2021, the Company's investment in preferred shares were converted to Class A ordinary shares of Grab and such ordinary shares began publicly trading on the NASDAQ Stock Market. As a result, the Company's investment was classified as equity securities with readily determinable fair values. In June 2022, DiDi delisted its American Depository Shares ("ADSs") from the New York Stock Exchange. The shares are currently trading in the over-the-counter market with trade prices publicly reported by OTC Markets Group Inc. As of November 1, 2022, the market price of Meituan's shares decreased by 16% as compared to its market price on September 30, 2022. Investments in equity securities without readily determinable fair values are measured at cost less impairment, if any. Such investments are also required to be measured at fair value as of the date of certain observable transactions for the identical or a similar investment of the same issuer. The Company's investments in equity securities of private companies at September 30, 2022 and December 31, 2021, includes the $51 million originally invested in Yanolja Co., Ltd. ("Yanolja"). The investment had a carrying value of $306 million as of December 31, 2021. Considering the recent significant adverse changes in the market valuations of companies in the travel and technology industries, the Company evaluated its investment in Yanolja for impairment and recognized an impairment charge of $184 million during the three months ended June 30, 2022, resulting in an adjusted carrying value of $122 million at June 30, 2022 and September 30, 2022 (see Note 6). |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Financial assets and liabilities measured at fair value on a recurring basis at September 30, 2022 and nonrecurring fair value measurements are classified in the categories described in the table below (in millions): Level 1 Level 2 Level 3 Total Recurring fair value measurements ASSETS: Cash equivalents and restricted cash equivalents: Money market fund investments $ 8,085 $ — $ — $ 8,085 Time deposits and certificates of deposit 85 — — 85 Short-term investments: International government securities — 3 — 3 U.S. government securities — 92 — 92 Corporate debt securities — 21 — 21 Long-term investments: International government securities — 72 — 72 U.S. government securities — 170 — 170 Corporate debt securities — 363 — 363 Equity securities 1,892 — — 1,892 Derivatives: Foreign currency exchange derivatives — 21 — 21 Total assets at fair value $ 10,062 $ 742 $ — $ 10,804 LIABILITIES: Foreign currency exchange derivatives $ — $ 35 $ — $ 35 Nonrecurring fair value measurements Investment in equity securities of a private company (1) $ — $ — $ 122 $ 122 Total nonrecurring fair value measurements $ — $ — $ 122 $ 122 (1) During the three months ended June 30, 2022, the investment in Yanolja was written down to its estimated fair value of $122 million, resulting in an impairment charge of $184 million (see Note 5). Financial assets and liabilities measured at fair value on a recurring basis at December 31, 2021 and nonrecurring fair value measurements are classified in the categories described in the table below (in millions): Level 1 Level 2 Total Recurring fair value measurements (1) ASSETS: Cash equivalents and restricted cash equivalents: Money market fund investments $ 10,410 $ — $ 10,410 Time deposits and certificates of deposit 25 — 25 Short-term investments: Corporate debt securities — 25 25 Long-term investments: Equity securities 2,850 — 2,850 Derivatives: Foreign currency exchange derivatives — 5 5 Total assets at fair value $ 13,285 $ 30 $ 13,315 LIABILITIES: Foreign currency exchange derivatives $ — $ 11 $ 11 Nonrecurring fair value measurements Investments in equity securities of private companies (2) $ — $ 325 $ 325 Total nonrecurring fair value measurements $ — $ 325 $ 325 (1) The Company did not have any Level 3 fair value measurements at December 31, 2021. (2) During the year ended December 31, 2021, the Company recorded upward adjustments to its investments in equity securities of private companies, including Yanolja, based on observable price changes in orderly transactions for identical or similar investments of the same issuer. There are three levels of inputs to measure fair value. The definition of each input is described below: Level 1: Quoted prices in active markets that are accessible by the Company at the measurement date for identical assets and liabilities. Level 2: Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. Rollforward of Level 3 Recurring Fair Value Measurements The following table summarizes the fair value adjustments for debt securities measured using significant unobservable inputs (Level 3) (in millions): For the Nine Months Ended Balance, beginning of year $ 200 Unrealized gains included in other comprehensive (loss) income (1) 130 Balance, end of period $ 330 (1) The Company's investment in Grab (see Note 5) had an estimated fair value of $330 million and $200 million at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021, the Company measured this investment using Level 3 inputs and management's estimates that incorporated market participant expectations of future cash flows alongside the Grab Transaction value and other relevant information. Investments See Note 5 for additional information related to the Company's investments. The valuation of the Company's investment in debt securities is considered a "Level 2" valuation because the Company has access to quoted prices for identical or comparable securities, but does not have visibility into the volume and frequency of trading for this investment. A market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace. Investments in private companies measured using Level 3 inputs The Company's investments measured using Level 3 inputs primarily consist of investments in privately-held companies that are classified as equity securities without readily determinable fair values. Fair values of privately-held securities are estimated using a variety of valuation methodologies, including both market and income approaches. The Company uses valuation techniques appropriate for the type of investment and the information available about the investee as of the valuation date to determine fair value. Recent financing transactions in the investee, such as new investments in preferred stock, are generally considered the best indication of the enterprise value and therefore used as a basis to estimate fair value. However, based on a number of factors, such as the proximity in timing to the valuation date or the volume or other terms of these financing transactions, the Company may also use other valuation techniques to supplement this data, including the income approach. When a recent financing transaction occurs and represents fair value, the Company also uses the calibration process, as appropriate, when estimating fair value on subsequent measurement dates. Calibration is the process of using observed transactions in the investee company's own instruments to ensure that the valuation techniques that will be employed to value the investee company investment on subsequent measurement dates begin with assumptions that are consistent with the original observed transaction as well as any more recent observed transactions in the instruments issued by the investee company. In July 2021, Yanolja announced a new round of funding which was completed in October 2021 along with certain other transactions. As a result of these observable transactions, the Company increased the carrying value of its investment in Yanolja to $306 million as of December 31, 2021. Considering the recent significant adverse changes in the market valuations of companies in the travel and technology industries, the Company evaluated its investment in Yanolja for impairment and recognized an impairment charge of $184 million during the three months ended June 30, 2022, resulting in an adjusted carrying value of $122 million at June 30, 2022 and September 30, 2022. As discussed below, the Company used unobservable inputs to determine fair value. The Company used a combination of the market approach and the income approach in estimating the fair value of its investment in Yanolja as of June 30, 2022. The market approach estimates value using prices and other relevant information generated by market transactions involving identical or comparable companies. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on a company’s weighted-average cost of capital, and is adjusted to reflect the risks inherent in its cash flows. The key unobservable inputs and ranges used include, for the market approach, percentage decrease in the calibrated EBITDA multiple (36%) and for the income approach, the weighted average cost of capital (10%-14%) and terminal EBITDA multiple (14x-16x). Significant changes in any of these inputs in isolation would result in significantly different fair value measurements. Generally, a change in the assumption used for EBITDA multiples would result in a directionally similar change in the fair value and a change in the assumption used for weighted average cost of capital would result in a directionally opposite change in the fair value. The determination of the fair values of investments, where the Company is a minority shareholder and has access to limited information from the investee, reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding the investee’s expected growth rates and operating margin, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than those judgments and estimates utilized in the fair value estimate. Future events and changing market conditions may lead the Company to re-evaluate the assumptions reflected in the valuation which may result in a need to recognize an additional impairment charge that could have a material adverse effect on the Company's results of operations. Derivatives The Company's derivative instruments are valued using pricing models. Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility, and foreign currency exchange rates. The valuation of derivatives is considered a "Level 2" fair value measurement. The Company's derivative instruments are typically short-term in nature. The Company reports the fair values of its derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets in "Other current assets" and "Accrued expenses and other current liabilities," respectively. In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations which it mitigates by following established risk management policies and procedures, including the use of derivatives. The Company enters into foreign currency forward contracts to hedge its exposure to the impact of movements in foreign currency exchange rates primarily on its transactional balances denominated in currencies other than the functional currency and does not use derivatives for trading or speculative purposes. As of September 30, 2022 and December 31, 2021, the Company did not designate any foreign currency exchange derivatives as hedges for accounting purposes. The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at September 30, 2022 and December 31, 2021 (in millions). The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets. September 30, 2022 December 31, 2021 Estimated fair value of derivative assets $ 21 $ 5 Estimated fair value of derivative liabilities $ 35 $ 11 Notional amount: Foreign currency purchases $ 1,960 $ 840 Foreign currency sales $ 2,064 $ 1,857 The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 is as follows (in millions): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Losses on foreign currency exchange derivatives $ 58 $ 10 $ 114 $ 18 Other Financial Assets and Liabilities At September 30, 2022 and December 31, 2021, the Company's cash consisted of bank deposits. Cash equivalents principally include money market fund investments, time deposits, and certificates of deposit and their carrying value generally approximates the fair value as they are readily convertible to known amounts of cash. Other financial assets and liabilities, including restricted cash, accounts payable, accrued expenses, and deferred merchant bookings, are carried at cost which approximates their fair values because of the short-term nature of these items. Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Note 9 for the estimated fair value of the Company's outstanding senior notes, including the estimated fair value of the Company's convertible senior notes. |
ACCOUNTS RECEIVABLE AND OTHER F
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS | ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS Accounts receivable in the Consolidated Balance Sheets at September 30, 2022 and December 31, 2021 includes receivables from customers of $1.7 billion and $1.1 billion, respectively, and receivables from payment processors and networks of $621 million and $343 million, respectively. The remaining balance principally relates to receivables from marketing affiliates. The Company’s receivables are short term in nature. In addition, the Company had prepayments to certain customers of $15 million and $67 million included in "Prepaid expenses, net" and $26 million and $18 million included in "Other assets, net" in the Consolidated Balance Sheets at September 30, 2022 and December 31, 2021, respectively. The amounts mentioned above are stated on a gross basis, before deducting the allowance for expected credit losses. Significant judgments and assumptions are required to estimate the allowance for expected credit losses and such assumptions may change in future periods, particularly the assumptions related to the business prospects and financial condition of customers and marketing affiliates, including the impact of the COVID-19 pandemic, macroeconomic conditions, and the Company’s ability to collect the receivable or recover the prepayment. The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): Nine Months Ended 2022 2021 Balance, beginning of year $ 101 $ 166 Provision charged to expense 104 44 Write-offs and adjustments (75) (96) Foreign currency translation adjustments (11) (4) Balance, end of period $ 119 $ 110 In addition to the allowance for expected credit losses on receivables, the Company recorded an allowance for expected credit losses on prepayments to certain customers, which are included in "Prepaid expenses, net" and "Other assets, net" in the Consolidated Balance Sheets. The following table summarizes the activity of the allowance for expected credit losses on prepayments to customers (in millions): Nine Months Ended 2022 2021 Balance, beginning of year $ 47 $ 55 Provision charged to expense (16) (2) Write-offs and adjustments (4) (3) Balance, end of period $ 27 $ 50 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL The Company's intangible assets at September 30, 2022 and December 31, 2021 consist of the following (in millions): September 30, 2022 December 31, 2021 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amortization Period Supply and distribution agreements $ 1,340 $ (612) $ 728 $ 1,407 $ (591) $ 816 3 - 20 years Technology 291 (176) 115 297 (151) 146 2 - 7 years Internet domain names 35 (32) 3 41 (36) 5 5 - 20 years Trade names 1,790 (781) 1,009 1,814 (724) 1,090 4 - 20 years Other intangible assets 2 (2) — 2 (2) — Up to 15 years Total intangible assets $ 3,458 $ (1,603) $ 1,855 $ 3,561 $ (1,504) $ 2,057 Intangible assets are amortized on a straight-line basis. Amortization expense was $55 million and $167 million for the three and nine months ended September 30, 2022, respectively, and $40 million and $122 million for the three and nine months ended September 30, 2021, respectively. A substantial portion of the Company's intangible assets and goodwill relates to the acquisitions of OpenTable, KAYAK, and Getaroom. The purchase price allocation for the acquisition of Getaroom has not been completed at September 30, 2022 (see Note 14). The balance of goodwill as of September 30, 2022 and December 31, 2021 is net of cumulative impairment charges of $2.0 billion. The Company tests goodwill for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company tests goodwill at the reporting unit level and the annual tests are performed as of September 30. As of September 30, 2022, the Company performed its annual goodwill impairment test and concluded that there was no impairment of goodwill. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Revolving Credit Facility In August 2019, the Company entered into a $2.0 billion five-year unsecured revolving credit facility with a group of lenders. The revolving credit facility provides for the issuance of up to $80 million of letters of credit as well as borrowings of up to $100 million on same-day notice, referred to as swingline loans. Other than swingline loans, which are available only in U.S. Dollars, borrowings and letters of credit under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling, and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility can be used for working capital and general corporate purposes, including acquisitions, share repurchases, and debt repayments. At September 30, 2022 and December 31, 2021, there were no borrowings outstanding and $11 million and $4 million, respectively, of letters of credit issued under this revolving credit facility. The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow thereunder. A 2020 amendment to the credit facility increased the permitted maximum leverage ratio through and including the three months ending March 31, 2023. Under the amendment, the Company may not declare or make any cash distribution or repurchase any of its shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless it is in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect. Such restriction ends upon delivery of financial statements required for the three months ending June 30, 2023, or the Company has the ability to terminate this restriction earlier if it demonstrates compliance with the original maximum leverage ratio covenant in the revolving credit facility. Outstanding Debt Outstanding debt at September 30, 2022 consists of the following (in millions): September 30, 2022 Outstanding Principal Amount Unamortized Debt Carrying Value Current liabilities: 2.15% (€750 Million) Senior Notes due November 2022 $ 735 $ — $ 735 2.75% Senior Notes due March 2023 500 (1) 499 Total current liabilities $ 1,235 $ (1) $ 1,234 Long-term debt: 2.375% (€1 Billion) Senior Notes due September 2024 $ 980 $ (4) $ 976 3.65% Senior Notes due March 2025 500 (1) 499 0.1% (€950 Million) Senior Notes due March 2025 931 (3) 928 0.75% Convertible Senior Notes due May 2025 863 (10) 853 3.6% Senior Notes due June 2026 1,000 (3) 997 1.8% (€1 Billion) Senior Notes due March 2027 980 (3) 977 3.55% Senior Notes due March 2028 500 (2) 498 0.5% (€750 Million) Senior Notes due March 2028 735 (4) 731 4.625% Senior Notes due April 2030 1,500 (9) 1,491 Total long-term debt $ 7,989 $ (39) $ 7,950 Outstanding debt at December 31, 2021 consists of the following (in millions): December 31, 2021 Outstanding Unamortized Debt Carrying Value Current Liabilities: 0.8% (€1 Billion) Senior Notes due March 2022 $ 1,137 $ — $ 1,137 2.15% (€750 Million) Senior Notes due November 2022 853 (1) 852 Total current liabilities $ 1,990 $ (1) $ 1,989 Long-term debt: 2.75% Senior Notes due March 2023 $ 500 $ (1) $ 499 2.375% (€1 Billion) Senior Notes due September 2024 1,137 (5) 1,132 3.65% Senior Notes due March 2025 500 (1) 499 0.1% (€950 Million) Senior Notes due March 2025 1,080 (4) 1,076 0.75% Convertible Senior Notes due May 2025 863 (99) 764 3.6% Senior Notes due June 2026 1,000 (4) 996 1.8% (€1 Billion) Senior Notes due March 2027 1,137 (3) 1,134 3.55% Senior Notes due March 2028 500 (2) 498 0.5% (€750 Million) Senior Notes due March 2028 853 (5) 848 4.625% Senior Notes due April 2030 1,500 (9) 1,491 Total long-term debt $ 9,070 $ (133) $ 8,937 Fair Value of Debt At September 30, 2022 and December 31, 2021, the estimated fair value of the outstanding debt was approximately $8.9 billion and $12.1 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 6). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period. As of September 30, 2022, the outstanding principal amount of the Company's debt exceeds the fair value of debt mainly due to the increase in interest rates partially offset by the conversion premium on the convertible senior notes due in May 2025. The estimated fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2021 primarily relates to the conversion premium on the convertible senior notes due in May 2025 and the outstanding senior notes due in April 2030. Convertible Senior Notes In April 2020, the Company issued $863 million aggregate principal amount of convertible senior notes due in May 2025 with an interest rate of 0.75% (the "May 2025 Notes"). The Company paid $19 million in debt issuance costs during the year ended December 31, 2020 related to this offering. The May 2025 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of $1,886.44 per share. The May 2025 Notes are convertible, at the option of the holder, prior to November 1, 2024, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the May 2025 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the May 2025 Notes in an aggregate value ranging from $0 to $235 million depending upon the date of the transaction and the then current stock price of the Company. Starting on November 1, 2024, holders will have the right to convert all or any portion of the May 2025 Notes, regardless of the Company's stock price. The May 2025 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the May 2025 Notes for cash in certain circumstances. Interest on the May 2025 Notes is payable on May 1 and November 1 of each year. If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount. Based on the closing price of the Company's common stock for the prescribed measurement periods for the three months ended September 30, 2022 and December 31, 2021, the contingent conversion thresholds on the May 2025 Notes were not exceeded and therefore the notes were not convertible. At September 30, 2022 and December 31, 2021, the estimated fair value of the May 2025 Notes was $1.0 billion and $1.3 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 6). In August 2014, the Company issued $1.0 billion aggregate principal amount of Convertible Senior Notes due September 2021 with an interest rate of 0.9% (the "September 2021 Notes"). In September 2021, in connection with the maturity of the outstanding September 2021 Notes, the Company paid $1.0 billion to satisfy the aggregate principal amount due and paid an additional $86 million conversion premium in excess of the principal amount. On January 1, 2022, the Company adopted the new accounting standards update relating to convertible instruments (see Note 1). The adoption of the new accounting standards update resulted in a decrease of $6 million and $19 million in "Interest expense" and "Income before income taxes" in the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2022, respectively. The following table summarizes the interest expense and weighted-average effective interest rates related to the convertible senior notes (in millions, except for interest rates). The remaining period for amortization of debt issuance costs and debt discount, as applicable, is the period until the stated maturity date for the respective debt. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Coupon interest expense $ 2 $ 3 $ 5 $ 11 Amortization of debt discount and debt issuance costs 1 12 3 36 Total interest expense $ 3 $ 15 $ 8 $ 47 Weighted-average effective interest rate 1.2 % 3.9 % 1.2 % 3.7 % Other Senior Notes In March 2022, the Company repaid $1.1 billion on the maturity of senior notes with an interest rate of 0.8% and an aggregate principal amount of 1.0 billion Euros. In March 2021, the Company issued Senior Notes due March 2025 with an interest rate of 0.1% for an aggregate principal amount of 950 million Euros and Senior Notes due March 2028 with an interest rate of 0.5% for an aggregate principal amount of 750 million Euros. The proceeds from the issuance of these senior notes were used to redeem the Senior Notes due April 2025 (the "April 2025 Notes") and the Senior Notes due April 2027 (the "April 2027 Notes"). In April 2021, the Company paid $1.1 billion and $868 million to redeem the April 2025 Notes and the April 2027 Notes, respectively. In addition, the Company paid the applicable accrued and unpaid interest. The Company recorded a loss before tax of $242 million in the Unaudited Consolidated Statements of Operations for the nine months ended September 30, 2021, on the early extinguishment of these senior notes. Other senior notes had a total carrying value of $8.3 billion and $10.2 billion at September 30, 2022 and December 31, 2021, respectively. Debt discount and debt issuance costs are amortized using the effective interest rate method over the period from the origination date through the stated maturity date. The following table summarizes the interest expenses related to other senior notes (in millions): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Coupon interest expense $ 54 $ 60 $ 168 $ 198 Amortization of debt discount and debt issuance costs 2 2 7 8 Total interest expense $ 56 $ 62 $ 175 $ 206 The Company designates certain portions of the aggregate principal value of the Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries. For the nine months ended |
TREASURY STOCK
TREASURY STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
TREASURY STOCK | TREASURY STOCK At September 30, 2022 and December 31, 2021, the Company had a total remaining authorization of $6.2 billion and $10.4 billion, respectively, to repurchase its common stock under a program authorized by the Company's Board of Directors in 2019 to repurchase up to $15.0 billion of the Company's common stock. The Company expects to complete repurchases under the authorization in about two years from when the Company resumed repurchases in January 2022, assuming the travel recovery continues and the Company remains in compliance with the maximum leverage ratio covenant then in effect under the credit facility amendment. See Note 9 for a description of the impact of the 2020 credit facility amendment on the Company's ability to repurchase shares. Additionally, the Board of Directors has given the Company the general authorization to repurchase shares of its common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation. The following table summarizes the Company's stock repurchase activities during the three and nine months ended September 30, 2022 and 2021 (in millions, except for shares, which are reflected in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Shares Amount Shares Amount Shares Amount Shares Amount Authorized stock repurchase programs 1,064 $ 1,959 — $ — 2,090 $ 4,178 — $ — General authorization for shares withheld on stock award vesting 3 7 2 3 77 162 70 158 Total 1,067 $ 1,966 2 $ 3 2,167 $ 4,340 70 $ 158 Stock repurchases of $60 million in September 2022 were settled in October 2022. In addition, in October 2022, the Company repurchased approximately $595 million of its common stock. For the nine months ended September 30, 2022 and 2021, the Company remitted employee withholding taxes of $160 million and $159 million, respectively, to the tax authorities, which is different from the aggregate cost of the shares withheld for taxes for each period due to the timing in remitting the taxes. The cash remitted to the tax authorities is included in financing activities in the Unaudited Consolidated Statements of Cash Flows. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income tax expense consists of U.S. and international income taxes, determined using an estimate of the Company's annual effective tax rate, which is based upon the applicable tax rates and tax laws of the countries in which the income is generated. A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes, and other relevant factors. The Company's effective tax rates for the three and nine months ended September 30, 2022 were 23.4% and 26.2%, respectively, compared to 20.5% and 15.8% for the three and nine months ended September 30, 2021, respectively. The Company's 2022 effective tax rates differ from the U.S. federal statutory tax rate of 21%, primarily due to higher international tax rates, unrecognized tax benefits, valuation allowance related to certain unrealized losses on equity securities, and certain non-deductible expenses, partially offset by the benefit of the Netherlands Innovation Box Tax (discussed below). The Company's 2021 effective tax rates differed from the U.S. federal statutory tax rate of 21%, primarily due to the benefit of the Netherlands Innovation Box Tax, partially offset by higher international tax rates, U.S. federal and state tax associated with the Company's international earnings, and certain non-deductible expenses. The Company's effective tax rates for the three and nine months ended September 30, 2022 were higher than the three and nine months ended September 30, 2021, primarily due to higher unrecognized tax benefits, and a decrease in the benefit of the Netherlands Innovation Box Tax, partially offset by lower U.S. federal and state tax associated with the Company’s international earnings, certain lower non-deductible expenses, and lower international tax rates. During the three and nine months ended September 30, 2022 and 2021, a majority of the Company's income was reported in the Netherlands, where Booking.com is based. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 9% ("Innovation Box Tax") rather than the Dutch statutory rate. Effective January 1, 2022, the Netherlands corporate income tax rate increased from 25% to 25.8%. A portion of Booking.com's earnings during the three and nine months ended September 30, 2022 and 2021 qualified for Innovation Box Tax treatment, which had a beneficial impact on the Company's effective tax rates for these periods. |
CHANGES IN ACCUMULATED OTHER CO
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT | 9 Months Ended |
Sep. 30, 2022 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT The tables below present the changes in the balances of accumulated other comprehensive loss ("AOCI") by component for the three and nine months ended September 30, 2022 and 2021 (in millions): Foreign currency translation adjustments Unrealized losses on cash flow hedges (1) Net unrealized gains (losses) on available-for-sale securities Total AOCI, net of tax Foreign currency translation Net investment hedges (2) Total, net of tax Before tax Tax Total, net of tax Before tax Tax Total, net of tax Before tax Tax (3) Before tax Tax Three Months Ended September 30, 2022 Balance, June 30, 2022 $ (717) $ 112 $ 470 $ (119) $ (254) $ — $ — $ — $ 3 $ (1) $ 2 $ (252) Other comprehensive (loss) income ("OCI") before reclassifications (402) 51 293 (69) (127) — — — (13) 3 (10) (137) Amounts reclassified to — — — — — — — — (3) 1 (2) (2) OCI for the period (402) 51 293 (69) (127) — — — (16) 4 (12) (139) Balance, September 30, 2022 $ (1,119) $ 163 $ 763 $ (188) $ (381) $ — $ — $ — $ (13) $ 3 $ (10) $ (391) Nine Months Ended September 30, 2022 Balance, December 31, 2021 $ (276) $ 67 $ 91 $ (28) $ (146) $ — $ — $ — $ 3 $ (1) $ 2 $ (144) OCI before reclassifications (843) 96 672 (160) (235) — — — (13) 3 (10) (245) Amounts reclassified to — — — — — — — — (3) 1 (2) (2) OCI for the period (843) 96 672 (160) (235) — — — (16) 4 (12) (247) Balance, September 30, 2022 $ (1,119) $ 163 $ 763 $ (188) $ (381) $ — $ — $ — $ (13) $ 3 $ (10) $ (391) Foreign currency translation adjustments Unrealized losses on cash flow hedges (1) Net unrealized gains (losses) on available-for-sale securities Total AOCI, net of tax Foreign currency translation Net investment hedges (2) Total, net of tax Before tax Tax Total, net of tax Before tax Tax Total, net of tax Before tax Tax (3) Before tax Tax Three Months Ended September 30, 2021 Balance, June 30, 2021 $ (82) $ 50 $ (95) $ 16 $ (111) $ — $ — $ — $ 130 $ (62) $ 68 $ (43) Other comprehensive (loss) (110) 10 93 (23) (30) — — — 1 — 1 (29) OCI for the period (110) 10 93 (23) (30) — — — 1 — 1 (29) Balance, September 30, 2021 $ (192) $ 60 $ (2) $ (7) $ (141) $ — $ — $ — $ 131 $ (62) $ 69 $ (72) Nine Months Ended September 30, 2021 Balance, December 31, 2020 $ 11 $ 47 $ (184) $ 37 $ (89) $ — $ — $ — $ 3 $ (32) $ (29) $ (118) OCI before reclassifications (203) 13 182 (44) (52) (15) 4 (11) 128 (30) 98 35 Amounts reclassified to net income (1) — — — — — 15 (4) 11 — — — 11 OCI for the period (203) 13 182 (44) (52) — — — 128 (30) 98 46 Balance, September 30, 2021 $ (192) $ 60 $ (2) $ (7) $ (141) $ — $ — $ — $ 131 $ (62) $ 69 $ (72) (1) Relates to the reverse treasury lock agreements with an aggregate notional amount of $1.8 billion entered in March 2021 to hedge the risk of changes in the cash flows related to the planned redemption, in April 2021, of the Senior Notes due April 2025 and the Senior Notes due April 2027. The agreements were designated as cash flow hedges and settled in April 2021. The reclassified losses, before tax, are included in "Other income (expense), net" and the related reclassified tax benefits are included in "Income tax expense" in the Unaudited Consolidated Statements of Operations. (2) Net investment hedges balance at September 30, 2022 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries (see Note 9). (3) The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the U.S. Tax Cuts and Jobs Act (the "Tax Act"). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Competition and Consumer Protection Reviews At times, online platforms, including online travel platforms, have been the subject of investigations or inquiries by various national competition authorities ("NCAs") or other governmental authorities regarding competition law matters, consumer protection issues, or other areas of concern. The Company is and has been involved in many such investigations. For example, the Company has been and continues to be involved in investigations related to whether Booking.com's contractual parity arrangements with accommodation providers, sometimes also referred to as "most favored nation" or "MFN" provisions, are anti-competitive because they require accommodation providers to provide Booking.com with room rates, conditions or availability that are at least as favorable as those offered to other online travel companies ("OTCs") or through the accommodation provider's website. To resolve and close certain of the investigations, the Company has from time to time made commitments to the investigating authorities regarding future business practices or activities, such as agreeing to narrow the scope of its parity clauses, in order to resolve parity-related investigations. These investigations have resulted in fines and the Company could incur additional fines in the future. In addition, in September 2017, the Swiss Price Surveillance Office opened an investigation into the level of commissions of Booking.com in Switzerland and the investigation is ongoing. If there is an adverse outcome and Booking.com is unsuccessful in any appeal, Booking.com could be required to reduce its commissions in Switzerland. Most recently, in October 2022, the Comisión Nacional de los Mercados y la Competencia in Spain opened an investigation into whether certain practices by Booking.com may produce adverse effects for hotels and other online travel agencies. If the investigation finds that certain Booking.com practices violated Spanish competition law, Booking.com may face fines and/or be required to make other commitments. Some authorities are reviewing the online hotel booking sector more generally through market inquiries and the Company cannot predict the outcome of such inquiries or any resulting impact on its business, results of operations, cash flows, or financial condition. The Company is and has been involved in investigations or inquiries by NCAs or other governmental authorities involving consumer protection matters, including in the United Kingdom and the European Union. The Company has previously made certain voluntary commitments to competition authorities to resolve investigations or inquiries that have included showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings on or before the search results page and making certain adjustments to how discounts and statements concerning popularity or availability are shown to consumers. In the future, it is possible new jurisdictions could engage the Company in discussions to implement changes to its business in those countries. The Company is unable to predict what, if any, effect any future similar commitments will have on its business, industry practices or online commerce more generally. To the extent that any other investigations or inquiries result in additional commitments, fines, damages or other remedies, the Company's business, financial condition, and results of operations could be harmed. The Company is unable to predict how any current or future investigations or litigation may be resolved or the long-term impact of any such resolution on its business. For example, competition and consumer-law-related investigations, legislation, or issues could result in private litigation and the Company is currently involved in such litigation. More immediate results could include, among other things, the imposition of fines, payment of damages, commitments to change certain business practices, or reputational damage, any of which could harm the Company's business, results of operations, brands, or competitive position. Tax Matters French tax authorities conducted audits of Booking.com for the years 2003 through 2012, 2013 through 2015, and 2016 through 2018. In December 2015, the French tax authorities issued Booking.com assessments for unpaid income and value added taxes ("VAT") related to tax years 2006 through 2012 for approximately 356 million Euros ($348 million), the majority of which represents penalties and interest. The assessments assert that Booking.com had a permanent establishment in France. In December 2019, the French tax authorities issued an additional assessment of 70 million Euros ($69 million), including interest and penalties, for the 2013 tax year asserting that Booking.com had taxable income attributable to a permanent establishment in France. The French tax authorities also have issued assessments totaling 39 million Euros ($38 million), including interest and penalties, for certain tax years between 2011 and 2015 on Booking.com's French subsidiary asserting that the subsidiary did not receive sufficient compensation for the services it rendered to Booking.com in the Netherlands. In December 2021, the French tax authorities issued assessments on Booking.com’s French subsidiary totaling 78 million Euros ($76 million), including interest and penalties, for the tax years 2016 through 2018 asserting that the subsidiary did not receive sufficient compensation for the services it rendered to Booking.com. As a result of a formal demand from the French tax authorities for payment of the amounts assessed against Booking.com for the years 2006 through 2012, in January 2019, the Company paid the assessments of approximately 356 million Euros ($348 million) in order to preserve its right to contest those assessments in court. The payment, which is included in "Other assets, net" in the Consolidated Balance Sheets at September 30, 2022 and December 31, 2021, does not constitute an admission that the Company owes the taxes and will be refunded (with interest) to the Company to the extent the Company prevails. On February 8, 2022, the French Tax Court issued a decision in favor of Booking.com’s French subsidiary regarding the assessments of 3 million Euros ($3 million) for the tax years 2011 and 2012. In April 2022, the French tax authorities refunded the 3 million Euros ($3 million) deposit related to those assessments, plus interest, and filed their notice of appeal of the decision. In October 2020, the Company initiated court proceedings with respect to the 2003 through 2012 permanent establishment assessments. That case is still pending in the French Tax Court. Although the Company believes that Booking.com has been, and continues to be, in compliance with French tax law, and the Company is contesting the assessments, during the three months ended September 30, 2020, the Company contacted the French tax authorities regarding the potential to achieve resolution of the matter through a settlement. After assessing several potential outcomes and potential settlement amounts and terms, an expense for unrecognized tax benefit in the amount of 50 million Euros ($59 million) was recorded during the year ended December 31, 2020. During the three months ended September 30, 2022, as discussions continued, the Company recorded an additional expense for unrecognized tax benefit in the amount of 126 million Euros ($125 million), resulting in a total unrecognized tax benefit of 176 million Euros ($172 million) as of September 30, 2022 for the French tax matter. If a settlement ultimately would be reached, any excess of the payment previously made by the Company with respect to the reassessments for the tax periods 2006-2012 over the settlement amount for those tax periods would be refunded, the timing of which is uncertain at this time. The prepayments made by the Company are reflected in “Other assets, net” in the Company’s Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. In December 2018 and December 2019, the Italian tax authorities issued assessments on Booking.com's Italian subsidiary for approximately 48 million Euros ($47 million) for the 2013 tax year and 58 million Euros ($57 million) for the 2014 tax year asserting that its transfer pricing policies were inadequate. The Company believes Booking.com has been and continues to be in compliance with Italian tax law. In September 2020, the Italian tax authorities approved the opening of a Mutual Agreement Procedure ("MAP") between Italy and the Netherlands for the 2013 tax year and Booking.com has submitted a request that the 2014 tax year be added to the MAP. Based on the possibility of the 2013 and 2014 Italian assessments being settled through the MAP process, and, after considering potential resolution amounts, a net expense for unrecognized tax benefit of 4 million Euros ($5 million) was recorded during the three months ended September 30, 2020. In March 2021, the Italian authorities issued assessments on Booking.com's Italian subsidiary for approximately 31 million Euros ($31 million) for the 2015 tax year, again asserting that its transfer pricing policies were inadequate. Based on the Company's expectation that the Italian assessments for 2013, 2014, 2015, and any transfer pricing assessments received for subsequent open years will be settled through the MAP process, and after considering potential resolution amounts, an additional net expense for unrecognized tax benefit of 13 million Euros ($16 million) was recorded during the three months ended March 31, 2021. In August 2021, the Italian tax authorities issued a transfer pricing assessment on Booking.com's Italian subsidiary for approximately 114 million Euros ($112 million) for the periods 2016 through 2018. The Company has requested that the 2016 through 2018 assessments be added to the MAP. Because the unrecognized tax benefit recorded during the three months ended March 31, 2021 already reflected consideration of potential resolution amounts for Italian transfer pricing assessments for all open tax years, including 2016 through 2018, no additional unrecognized tax benefit has been recorded for the 2016 through 2018 assessments. In December 2019, the Company made a partial prepayment of 10 million Euros ($10 million) of the 2013 assessment to avoid any collection enforcement from the Italian tax authorities pending the appeal phase of the case. The payment, which is included in "Other assets, net" in the Consolidated Balance Sheets at September 30, 2022 and December 31, 2021, does not constitute an admission that the Company owes the taxes and will be refunded (with interest) to the Company to the extent that the Company prevails. A total of 5 million Euros ($6 million) of the net expense for unrecognized tax benefit recorded during the year ended December 31, 2021 and 2020 has been included as a partial reduction to the tax payment recorded in "Other assets, net" in the Consolidated Balance Sheets at September 30, 2022 and December 31, 2021. Similarly, during the nine months ended September 30, 2022 the Company made deposits totaling 64 million Euros ($63 million) for the 2014 through 2018 assessments. The payments are included in "Other assets, net" in the Consolidated Balance Sheet at September 30, 2022. In June 2021, the investigative arm of the Italian tax authorities issued a Tax Audit Report for the 2013 through 2019 Italian VAT audit. While the Tax Audit Report does not constitute a formal tax assessment, it recommends that an assessment of 154 million Euros ($151 million), plus interest and penalties, should be made on Booking.com BV for VAT related to commissions charged to certain Italian accommodation providers. The Company believes that Booking.com has been, and continues to be, in compliance with Italian and EU VAT laws and the Company has not recorded any liability in connection with the Tax Audit Report. It is unclear what further actions, if any, the Italian authorities will take with respect to the VAT audit for the periods 2013 through 2019. Such actions could include closing the investigation, assessing Booking.com additional taxes and/or imposing interest, fines, penalties, or criminal proceedings. In 2018 and 2019, Turkish tax authorities asserted that Booking.com has a permanent establishment in Turkey and issued tax assessments for the years 2012 through 2018 for approximately 851 million Turkish Lira ($46 million), which includes interest and penalties through September 30, 2022. The Company believes that Booking.com has been, and continues to be, in compliance with Turkish tax law, and the Company is contesting these assessments in court. Such lawsuits are in varying stages of litigation, and the Company has not recorded a liability in connection with these assessments. In December 2021, the Company paid approximately 118 million Turkish Lira ($6 million) of the assessments in order to preserve its right to contest a portion of the assessments in court. The payment, which is included in "Other assets, net" in the Consolidated Balance Sheets at September 30, 2022 and December 31, 2021, does not constitute an admission that the Company owes the taxes and will be refunded to the Company to the extent the Company prevails. The Company is also involved in other tax-related audits, investigations, or litigation relating to income taxes, value-added taxes, travel transaction taxes (e.g., hotel occupancy taxes) and other taxes. Any taxes or assessments in excess of the Company's tax provisions, including the resolution of any tax proceedings or litigation, could have a material adverse impact on the Company's results of operations, cash flows, and financial condition. Other Matters Beginning in 2014, Booking.com received several letters from the Netherlands Pension Fund for the Travel Industry (Reiswerk) ("BPF") claiming that Booking.com is required to participate in the mandatory pension scheme of the BPF with retroactive effect to 1999, which has a higher contribution rate than the pension scheme in which Booking.com is currently participating. BPF instituted legal proceedings against Booking.com and in 2016 the District Court of Amsterdam rejected all of BPF's claims. BPF appealed the decision to the Court of Appeal, and, in May 2019, the Court of Appeal also rejected all of BPF's claims, in each case by ruling that Booking.com does not meet the definition of a travel intermediary for purposes of the mandatory pension scheme. BPF then appealed to the Netherlands Supreme Court. In April 2021, the Supreme Court overturned the previous decision of the Court of Appeal and held that Booking.com meets the definition of a travel intermediary for the purposes of the mandatory pension scheme. The Supreme Court ruled only on the qualification of Booking.com as a travel intermediary for the purposes of the mandatory pension scheme and did not rule on the various other defenses brought forward by the Company against BPF's claims. The Supreme Court referred the matter to another Court of Appeal that will have to assess the other defenses brought forward by the Company. The Company intends to pursue a number of defenses in the subsequent proceedings and may ultimately prevail in whole or in part. While the Company continues to believe that Booking.com is in compliance with its pension obligations and that the Court of Appeal could ultimately rule in favor of Booking.com, given the Supreme Court’s decision, the Company believes it is probable that it has incurred a loss related to this matter. The Company is not able to reasonably estimate a loss or a range of loss because there are significant factual and legal questions yet to be determined in the subsequent proceedings. As a result, as of September 30, 2022, the Company has not recorded a liability in connection with a potential adverse ultimate outcome to this litigation. However, if Booking.com were to ultimately lose and all of BPF's claims were to be accepted (including with retroactive effect to 1999), the Company estimates that as of September 30, 2022, the maximum loss, not including any potential interest or penalties, would be approximately 326 million Euros ($320 million). Such estimated potential loss increases as Booking.com continues not to contribute to the BPF and depends on Booking.com's applicable employee compensation after September 30, 2022. The Company accrues for certain legal contingencies where it is probable that a loss has been incurred and the amount can be reasonably estimated. Such accrued amounts are not material to the Company's balance sheets and provisions recorded have not been material to the Company's results of operations or cash flows. From time to time, the Company notifies the Dutch data protection authority in accordance with its obligations under the E.U. General Data Protection Regulation of certain incidental and accidental personal data security incidents. Although the Company believes it has fulfilled its data protection regulatory obligations, should the Dutch data protection authority decide these incidents were the result of inadequate technical and organizational security measures, it could decide to impose a fine. The Company has been, is currently, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third-party intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources, divert management's attention from the Company's business objectives and adversely affect the Company's business, results of operations, financial condition, and cash flows. Building Construction As of December 31, 2021, the Company had a remaining obligation of 15 million Euros ($17 million) related to the turnkey agreement for the construction of Booking.com's future headquarters in the Netherlands, which has been substantially paid as of September 30, 2022. In addition to the turnkey agreement, the Company had remaining obligations of 67 million Euros ($66 million) at September 30, 2022 to be paid over the remaining initial term of the acquired land lease, which expires in 2065. The Company has made and will continue to make additional capital expenditures to fit out and furnish the office space. At September 30, 2022, the Company had 12 million Euros ($12 million) of outstanding commitments to vendors to fit out and furnish the office space. Other Contractual Obligations |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS In November 2021, the Company entered into an agreement to acquire global flight booking provider Etraveli Group for approximately 1.6 billion Euros ($1.6 billion). Completion of the acquisition is subject to certain closing conditions, including regulatory approvals. In December 2021, the Company acquired all of the outstanding stock of Getaroom, a business-to-business distributor of hotel rooms, in a cash transaction for $1.3 billion ($1.2 billion, net of cash acquired). The accounting for the Getaroom acquisition is based on provisional amounts as the allocation of the consideration transferred was not complete for accounting purposes as of September 30, 2022. The following table summarizes the preliminary allocation of the consideration transferred. The amounts allocated to goodwill, intangibles and certain assets and liabilities, and the estimated useful lives of certain assets (and the related amortization expense) are subject to change as the Company continues to identify and measure the assets acquired, liabilities assumed and consideration transferred and evaluate the preliminary valuation and underlying inputs and assumptions. (in millions) Current assets (1) $ 174 Identifiable intangible assets (2) 423 Goodwill (3) 1,020 Other noncurrent assets 11 Current liabilities (199) Deferred income taxes (92) Other noncurrent liabilities (4) (41) Total consideration $ 1,296 (1) Includes cash and restricted cash acquired of $116 million. (2) Acquired definite-lived intangible assets consist of supply and distribution agreements with an estimated value of $299 million and weighted-average useful life of 10 years and technology assets with an estimated value of $124 million and weighted-average useful life of 4 years. (3) Goodwill, which is not tax deductible, reflects the synergies expected from combining the technology and expertise of Getaroom and Priceline. (4) Includes liabilities of $38 million principally related to travel transaction taxes. |
RESTRUCTURING, DISPOSAL, AND OT
RESTRUCTURING, DISPOSAL, AND OTHER EXIT COSTS | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING, DISPOSAL, AND OTHER EXIT COSTS | RESTRUCTURING, DISPOSAL, AND OTHER EXIT COSTSIn response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic (see Note 1), during the year ended December 31, 2020, the Company took actions at all its brands to reduce the size of its workforce to optimize efficiency and reduce costs. During the nine months ended September 30, 2021, the Company recorded restructuring expenses of $9 million in "Restructuring, disposal, and other exit costs" in the Unaudited Consolidated Statements of Operations.During the nine months ended September 30, 2022, the Company transferred certain customer service operations of Booking.com to Majorel Group Luxembourg S.A. resulting in a loss of $40 million recorded in "Restructuring, disposal, and other exit costs" in the Unaudited Consolidated Statements of Operations. |
GOVERNMENT GRANTS AND OTHER ASS
GOVERNMENT GRANTS AND OTHER ASSISTANCE | 9 Months Ended |
Sep. 30, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
GOVERNMENT GRANTS AND OTHER ASSISTANCE | GOVERNMENT GRANTS AND OTHER ASSISTANCE Certain governments passed legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief, or other financial aid. During the year ended December 31, 2020 and the three months ended March 31, 2021, the Company part icipated in several of these programs and recognized, in the aggregate, government grants and other assistance benefits of $131 million, principally r ecorded as a reduction of "Personnel" expense in the Consolidated Statement of Operations for the respective periods. As of March 31, 2021, the Company had a receivable of $28 million for payments expected to be received for the programs where it had met the qualifying requirements. In June 2021, in light of the improving booking trends in certain countries, the Company announced its intention to voluntarily return assistance received through various government aid programs and completed the repayments by December 31, 2021. For the nine months ended September 30, 2021, the Company recorded expenses of $137 million |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | OTHER INCOME (EXPENSE), NET The components of other income (expense), net were as follows (in millions): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest and dividend income $ 61 $ 4 $ 88 $ 12 Net losses on equity securities (1) (336) (1,016) (1,142) (589) Foreign currency transaction (losses) gains (2) (34) 45 12 92 Loss on early extinguishment of debt (3) — — — (242) Other (4) 4 — 2 (13) Other income (expense), net $ (305) $ (967) $ (1,040) $ (740) (1) See Note 5 for additional information related to the net losses on equity securities and Note 6 for additional information related to the impairment of an investment in equity securities. (2) Foreign currency transaction (losses) gains include gains of $2 million and $54 million for the three months ended September 30, 2022 and 2021, respectively, and gains of $70 million and $108 million for the nine months ended September 30, 2022 and 2021, respectively, related to Euro-denominated debt and accrued interest that were not designated as net investment hedges (see Note 9). (3) See Note 9 for additional information related to the loss on early extinguishment of debt. (4) The amounts for the nine months ended September 30, 2021 include losses on reverse treasury lock agreements which were designated as cash flow hedges (see Note 12). |
OTHER
OTHER | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
OTHER | OTHER Unaudited Consolidated Statements of Cash Flows: Additional Information Restricted cash and cash equivalents at September 30, 2022 and December 31, 2021 principally relate to the minimum cash requirement for the Company's travel-related insurance business. The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amounts shown in the Unaudited Consolidated Statements of Cash Flows (in millions): September 30, December 31, (Unaudited) As included in the Consolidated Balance Sheets: Cash and cash equivalents $ 9,021 $ 11,127 Restricted cash and cash equivalents (1) 25 25 Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Consolidated Statements of Cash Flows $ 9,046 $ 11,152 (1) Included in "Other current assets" in the Consolidated Balance Sheets. During the nine months ended September 30, 2022 and 2021, the Company prepaid Netherlands income taxes of 266 million Euros ($279 million) and 149 million Euros ($175 million), respectively. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Management of Booking Holdings Inc. (the "Company") is responsible for the Unaudited Consolidated Financial Statements included in this document. The Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. 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. The Company prepared the Unaudited Consolidated Financial Statements following the requirements of the Securities and Exchange Commission ("SEC") for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by U.S. GAAP for annual financial statements. These statements should be read in combination with the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The Unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company's subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of "Accumulated other comprehensive loss" in the accompanying Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for any subsequent quarter or the full year. |
Reclassification | Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting for Convertible Instruments and Contracts in an Entity's Own Equity On January 1, 2022, the Company adopted the new accounting standards update relating to convertible instruments and contracts in an entity's own equity. Compared to legacy U.S. GAAP, the accounting standards update reduces the number of accounting models for convertible debt instruments, requires fewer embedded conversion features to be separately recognized from the host contract, and amends certain guidance to reduce form-over-substance-based accounting conclusions. Under the updated guidance, upon the initial recognition of convertible debt, the Company presents the entire amount attributable to the debt as a liability. The initial carrying amount of the convertible debt liability is reduced by any direct and incremental issuance costs paid to third parties that are associated with the convertible debt issuance. No amount attributable to the debt is initially recognized within equity unless the instrument is issued at a substantial premium. In calculating diluted earnings per share, the accounting standards update also requires the use of the if-converted method for the Company's convertible debt. The Company adopted the accounting standards update on a modified retrospective basis applied to the 0.75% convertible senior notes due May 2025 (see Note 9) resulting in an increase of $30 million to "Retained earnings" as of January 1, 2022. The significant corresponding balance sheet changes as of that date were an increase of $86 million to "Long-term debt" and decreases of $96 million to "Additional paid-in capital" and $21 million to "Deferred income taxes". For the Company’s convertible debt, interest expense for the periods beginning after January 1, 2022 is reflected in the financial statements using interest rates that are closer to the coupon interest rate of the debt rather than the higher imputed interest expense that resulted from the separation of conversion features required by legacy U.S. GAAP. See Note 4 for additional information on net income per share calculations. Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In June 2022, the Financial Accounting Standards Board ("FASB") issued an accounting standards update with guidance on the fair value measurement of equity securities subject to contractual sale restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for the Company beginning January 1, 2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company does not expect the adoption of the accounting standards update to have a material impact on its Consolidated Financial Statements. Disclosure of Supplier Finance Program Obligations In September 2022, the FASB issued an accounting standards update to enhance the disclosure of supplier finance programs. The update requires that a company that uses a supplier finance program in connection with the purchase of goods or services to disclose sufficient qualitative and quantitative information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments in this update are effective for the Company beginning January 1, 2023. Early adoption is permitted. The Company is currently evaluating the impact of the accounting standards update on its Consolidated Financial Statements. |
Earnings Per Share | The Company c omputes basic net income per share by dividing net income applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted-average number of common and common equivalent shares outstanding during the period. Only dilutive common equivalent shares that decrease the net income per share are included in the computation of diluted net income per share. Common equivalent shares related to stock options, restricted stock units, and performance share units are calculated using the treasury stock method. Performance share units are included in the weighted-average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive. The Company's convertible senior notes have net share settlement features requiring the Company, upon conversion, to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company's common stock, at the Company's option. If the conversion prices for the convertible senior notes exceed the Company's average stock price for the period, the convertible senior notes generally have no impact on diluted net income per share. For periods prior to January 1, 2022, the treasury stock method was used for convertible senior notes in the calculation of diluted net income per share. Following the adoption of the accounting standards update on January 1, 2022 (see Note 1), the if-converted method is used for all periods after that date. |
Fair Value Measurement | Investments See Note 5 for additional information related to the Company's investments. The valuation of the Company's investment in debt securities is considered a "Level 2" valuation because the Company has access to quoted prices for identical or comparable securities, but does not have visibility into the volume and frequency of trading for this investment. A market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace. Investments in private companies measured using Level 3 inputs |
Definite-lived intangible assets amortization | Intangible assets are amortized on a straight-line basis. |
Income Tax | Income tax expense consists of U.S. and international income taxes, determined using an estimate of the Company's annual effective tax rate, which is based upon the applicable tax rates and tax laws of the countries in which the income is generated. A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes, and other relevant factors. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Geographic Information | The Company's geographic information is as follows (in millions): Outside of the U.S. United States The Netherlands Other Total Total revenues for the three months ended September 30, 2022 $ 606 $ 4,991 $ 455 $ 6,052 2021 $ 444 $ 3,955 $ 277 $ 4,676 Total revenues for the nine months ended September 30, 2022 $ 1,675 $ 10,300 $ 1,066 $ 13,041 2021 $ 1,034 $ 6,367 $ 576 $ 7,977 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Activity of Restricted Stock Units | The following table summarizes the activity in restricted stock units for employees and non-employee directors during the nine months ended September 30, 2022: Restricted Stock Units Shares Weighted-average Grant-date Fair Value Unvested at December 31, 2021 281,924 $ 1,914 Granted 173,915 $ 2,101 Vested (141,071) $ 1,790 Forfeited (29,717) $ 2,056 Unvested at September 30, 2022 285,051 $ 2,075 |
Activity of Performance Share Units | The following table summarizes the activity in performance share units for employees during the nine months ended September 30, 2022: Performance Share Units Shares Weighted-average Grant-date Fair Value Unvested at December 31, 2021 (1) 108,323 $ 2,123 Granted (2),(3) 50,443 $ 2,210 Vested (44,276) $ 1,859 Performance shares adjustment (4) 33,529 $ 2,390 Forfeited (3,033) $ 2,325 Unvested at September 30, 2022 144,986 $ 2,294 (1) Excludes 12,251 performance share units awarded during the year ended December 31, 2021 for which the grant date under Accounting Standards Codification ("ASC") 718, Compensation - Stock Compensation , was not established as of December 31, 2021. Among other conditions, for the grant date to be established, a mutual understanding is required to be reached between the Company and the employee of the key terms and conditions of the award, including the performance targets. The performance targets for each of the annual performance periods under the award are set at the beginning of the respective year. (2) Excludes 9,692 performance share units awarded during the nine months ended September 30, 2022 for which the grant date under ASC 718 has not been established as of September 30, 2022. (3) Includes 7,856 performance share units awarded during the year ended December 31, 2021 for which the grant date under ASC 718 was established. (4) Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications. |
Activity of Stock Options | The following table summarizes the activity in stock options during the nine months ended September 30, 2022: Employee Stock Options Number of Shares Weighted-average Aggregate Weighted-average Remaining Contractual Term Balance, December 31, 2021 135,851 $ 1,407 $ 135 8.3 Exercised (5,306) $ 1,374 Forfeited (7,074) $ 1,411 Balance, September 30, 2022 123,471 $ 1,408 $ 29 7.6 Exercisable at September 30, 2022 624 $ 891 $ — 1.5 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of the weighted average number of shares outstanding used in calculating diluted net income per share | A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Weighted-average number of basic common shares outstanding 39,564 41,068 40,326 41,032 Weighted-average dilutive stock options, restricted stock units and performance share units 107 178 149 202 Assumed conversion of convertible senior notes — 96 29 125 Weighted-average number of diluted common and common equivalent shares outstanding 39,671 41,342 40,504 41,359 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments by Major Security Type | The following table summarizes the Company's investments by major security type at September 30, 2022 (in millions): Cost Gross Gross Carrying Value Short-term investments: Debt securities: International government securities $ 3 $ — $ — $ 3 U.S. government securities (1) 93 — (1) 92 Corporate debt securities 21 — — 21 Total debt securities 117 — (1) 116 Total short-term investments $ 117 $ — $ (1) $ 116 Long-term investments: Debt securities: International government securities $ 73 $ — $ (1) $ 72 U.S. government securities 173 — (3) 170 Corporate debt securities 371 — (8) 363 Total debt securities 617 — (12) 605 Equity securities: Equity securities with readily determinable fair values 1,165 1,249 (522) 1,892 Equity securities of private companies 78 259 (184) 153 Total equity securities 1,243 1,508 (706) 2,045 Total long-term investments $ 1,860 $ 1,508 $ (718) $ 2,650 (1) Includes investments in U.S. municipal bonds. The following table summarizes the Company's investments by major security type at December 31, 2021 (in millions): Cost Gross Gross Unrealized Losses/Downward Adjustments Carrying Value Short-term investments: Debt securities: Corporate debt securities $ 25 $ — $ — $ 25 Total debt securities 25 — — 25 Total short-term investments $ 25 $ — $ — $ 25 Long-term investments: Equity securities: Equity securities with readily determinable fair values $ 1,165 $ 1,990 $ (305) $ 2,850 Equity securities of private companies 66 259 — 325 Total equity securities 1,231 2,249 (305) 3,175 Total long-term investments $ 1,231 $ 2,249 $ (305) $ 3,175 |
Net unrealized (losses) gains on certain investments | Net unrealized (losses) gains related to these investments for the three and nine months ended September 30, 2022 and 2021 were as follows (in millions): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Meituan (1) $ (294) $ (772) $ (629) $ (509) Grab (2) 4 4 (190) 130 DiDi (1) (44) (249) (123) (94) (1) Included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations. (2) Net unrealized gains (losses) for the three and nine months ended September 30, 2022 are included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations and net unrealized gains for the three and nine months ended September 30, 2021 are included in Net unrealized (losses) gains on available-for-sale securities in the Unaudited Consolidated Statements of Comprehensive Income. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Carried at Fair Value and Nonrecurring Fair Value Measurements | Financial assets and liabilities measured at fair value on a recurring basis at September 30, 2022 and nonrecurring fair value measurements are classified in the categories described in the table below (in millions): Level 1 Level 2 Level 3 Total Recurring fair value measurements ASSETS: Cash equivalents and restricted cash equivalents: Money market fund investments $ 8,085 $ — $ — $ 8,085 Time deposits and certificates of deposit 85 — — 85 Short-term investments: International government securities — 3 — 3 U.S. government securities — 92 — 92 Corporate debt securities — 21 — 21 Long-term investments: International government securities — 72 — 72 U.S. government securities — 170 — 170 Corporate debt securities — 363 — 363 Equity securities 1,892 — — 1,892 Derivatives: Foreign currency exchange derivatives — 21 — 21 Total assets at fair value $ 10,062 $ 742 $ — $ 10,804 LIABILITIES: Foreign currency exchange derivatives $ — $ 35 $ — $ 35 Nonrecurring fair value measurements Investment in equity securities of a private company (1) $ — $ — $ 122 $ 122 Total nonrecurring fair value measurements $ — $ — $ 122 $ 122 (1) During the three months ended June 30, 2022, the investment in Yanolja was written down to its estimated fair value of $122 million, resulting in an impairment charge of $184 million (see Note 5). Financial assets and liabilities measured at fair value on a recurring basis at December 31, 2021 and nonrecurring fair value measurements are classified in the categories described in the table below (in millions): Level 1 Level 2 Total Recurring fair value measurements (1) ASSETS: Cash equivalents and restricted cash equivalents: Money market fund investments $ 10,410 $ — $ 10,410 Time deposits and certificates of deposit 25 — 25 Short-term investments: Corporate debt securities — 25 25 Long-term investments: Equity securities 2,850 — 2,850 Derivatives: Foreign currency exchange derivatives — 5 5 Total assets at fair value $ 13,285 $ 30 $ 13,315 LIABILITIES: Foreign currency exchange derivatives $ — $ 11 $ 11 Nonrecurring fair value measurements Investments in equity securities of private companies (2) $ — $ 325 $ 325 Total nonrecurring fair value measurements $ — $ 325 $ 325 (1) The Company did not have any Level 3 fair value measurements at December 31, 2021. (2) During the year ended December 31, 2021, the Company recorded upward adjustments to its investments in equity securities of private companies, including Yanolja, based on observable price changes in orderly transactions for identical or similar investments of the same issuer. |
Fair Value Adjustments for Debt Securities Measured using Significant Unobservable Inputs | Rollforward of Level 3 Recurring Fair Value Measurements The following table summarizes the fair value adjustments for debt securities measured using significant unobservable inputs (Level 3) (in millions): For the Nine Months Ended Balance, beginning of year $ 200 Unrealized gains included in other comprehensive (loss) income (1) 130 Balance, end of period $ 330 (1) The Company's investment in Grab (see Note 5) had an estimated fair value of $330 million and $200 million at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021, the Company measured this investment using Level 3 inputs and management's estimates that incorporated market participant expectations of future cash flows alongside the Grab Transaction value and other relevant information. |
Fair Value and the Notional Amount of Derivatives and the Effect of Foreign Currency Exchange Derivatives | The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at September 30, 2022 and December 31, 2021 (in millions). The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets. September 30, 2022 December 31, 2021 Estimated fair value of derivative assets $ 21 $ 5 Estimated fair value of derivative liabilities $ 35 $ 11 Notional amount: Foreign currency purchases $ 1,960 $ 840 Foreign currency sales $ 2,064 $ 1,857 The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 is as follows (in millions): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Losses on foreign currency exchange derivatives $ 58 $ 10 $ 114 $ 18 |
ACCOUNTS RECEIVABLE AND OTHER_2
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Activity of the allowance for expected credit losses on receivables | The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): Nine Months Ended 2022 2021 Balance, beginning of year $ 101 $ 166 Provision charged to expense 104 44 Write-offs and adjustments (75) (96) Foreign currency translation adjustments (11) (4) Balance, end of period $ 119 $ 110 |
Activity of the allowance for expected credit losses on prepayments to customers | The following table summarizes the activity of the allowance for expected credit losses on prepayments to customers (in millions): Nine Months Ended 2022 2021 Balance, beginning of year $ 47 $ 55 Provision charged to expense (16) (2) Write-offs and adjustments (4) (3) Balance, end of period $ 27 $ 50 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | The Company's intangible assets at September 30, 2022 and December 31, 2021 consist of the following (in millions): September 30, 2022 December 31, 2021 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amortization Period Supply and distribution agreements $ 1,340 $ (612) $ 728 $ 1,407 $ (591) $ 816 3 - 20 years Technology 291 (176) 115 297 (151) 146 2 - 7 years Internet domain names 35 (32) 3 41 (36) 5 5 - 20 years Trade names 1,790 (781) 1,009 1,814 (724) 1,090 4 - 20 years Other intangible assets 2 (2) — 2 (2) — Up to 15 years Total intangible assets $ 3,458 $ (1,603) $ 1,855 $ 3,561 $ (1,504) $ 2,057 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | Outstanding debt at September 30, 2022 consists of the following (in millions): September 30, 2022 Outstanding Principal Amount Unamortized Debt Carrying Value Current liabilities: 2.15% (€750 Million) Senior Notes due November 2022 $ 735 $ — $ 735 2.75% Senior Notes due March 2023 500 (1) 499 Total current liabilities $ 1,235 $ (1) $ 1,234 Long-term debt: 2.375% (€1 Billion) Senior Notes due September 2024 $ 980 $ (4) $ 976 3.65% Senior Notes due March 2025 500 (1) 499 0.1% (€950 Million) Senior Notes due March 2025 931 (3) 928 0.75% Convertible Senior Notes due May 2025 863 (10) 853 3.6% Senior Notes due June 2026 1,000 (3) 997 1.8% (€1 Billion) Senior Notes due March 2027 980 (3) 977 3.55% Senior Notes due March 2028 500 (2) 498 0.5% (€750 Million) Senior Notes due March 2028 735 (4) 731 4.625% Senior Notes due April 2030 1,500 (9) 1,491 Total long-term debt $ 7,989 $ (39) $ 7,950 Outstanding debt at December 31, 2021 consists of the following (in millions): December 31, 2021 Outstanding Unamortized Debt Carrying Value Current Liabilities: 0.8% (€1 Billion) Senior Notes due March 2022 $ 1,137 $ — $ 1,137 2.15% (€750 Million) Senior Notes due November 2022 853 (1) 852 Total current liabilities $ 1,990 $ (1) $ 1,989 Long-term debt: 2.75% Senior Notes due March 2023 $ 500 $ (1) $ 499 2.375% (€1 Billion) Senior Notes due September 2024 1,137 (5) 1,132 3.65% Senior Notes due March 2025 500 (1) 499 0.1% (€950 Million) Senior Notes due March 2025 1,080 (4) 1,076 0.75% Convertible Senior Notes due May 2025 863 (99) 764 3.6% Senior Notes due June 2026 1,000 (4) 996 1.8% (€1 Billion) Senior Notes due March 2027 1,137 (3) 1,134 3.55% Senior Notes due March 2028 500 (2) 498 0.5% (€750 Million) Senior Notes due March 2028 853 (5) 848 4.625% Senior Notes due April 2030 1,500 (9) 1,491 Total long-term debt $ 9,070 $ (133) $ 8,937 |
Summary of Interest Expense | The following table summarizes the interest expense and weighted-average effective interest rates related to the convertible senior notes (in millions, except for interest rates). The remaining period for amortization of debt issuance costs and debt discount, as applicable, is the period until the stated maturity date for the respective debt. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Coupon interest expense $ 2 $ 3 $ 5 $ 11 Amortization of debt discount and debt issuance costs 1 12 3 36 Total interest expense $ 3 $ 15 $ 8 $ 47 Weighted-average effective interest rate 1.2 % 3.9 % 1.2 % 3.7 % The following table summarizes the interest expenses related to other senior notes (in millions): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Coupon interest expense $ 54 $ 60 $ 168 $ 198 Amortization of debt discount and debt issuance costs 2 2 7 8 Total interest expense $ 56 $ 62 $ 175 $ 206 |
TREASURY STOCK (Tables)
TREASURY STOCK (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock Repurchase Activity | The following table summarizes the Company's stock repurchase activities during the three and nine months ended September 30, 2022 and 2021 (in millions, except for shares, which are reflected in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Shares Amount Shares Amount Shares Amount Shares Amount Authorized stock repurchase programs 1,064 $ 1,959 — $ — 2,090 $ 4,178 — $ — General authorization for shares withheld on stock award vesting 3 7 2 3 77 162 70 158 Total 1,067 $ 1,966 2 $ 3 2,167 $ 4,340 70 $ 158 |
CHANGES IN ACCUMULATED OTHER _2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Changes in the Balances of Accumulated Other Comprehensive Loss | The tables below present the changes in the balances of accumulated other comprehensive loss ("AOCI") by component for the three and nine months ended September 30, 2022 and 2021 (in millions): Foreign currency translation adjustments Unrealized losses on cash flow hedges (1) Net unrealized gains (losses) on available-for-sale securities Total AOCI, net of tax Foreign currency translation Net investment hedges (2) Total, net of tax Before tax Tax Total, net of tax Before tax Tax Total, net of tax Before tax Tax (3) Before tax Tax Three Months Ended September 30, 2022 Balance, June 30, 2022 $ (717) $ 112 $ 470 $ (119) $ (254) $ — $ — $ — $ 3 $ (1) $ 2 $ (252) Other comprehensive (loss) income ("OCI") before reclassifications (402) 51 293 (69) (127) — — — (13) 3 (10) (137) Amounts reclassified to — — — — — — — — (3) 1 (2) (2) OCI for the period (402) 51 293 (69) (127) — — — (16) 4 (12) (139) Balance, September 30, 2022 $ (1,119) $ 163 $ 763 $ (188) $ (381) $ — $ — $ — $ (13) $ 3 $ (10) $ (391) Nine Months Ended September 30, 2022 Balance, December 31, 2021 $ (276) $ 67 $ 91 $ (28) $ (146) $ — $ — $ — $ 3 $ (1) $ 2 $ (144) OCI before reclassifications (843) 96 672 (160) (235) — — — (13) 3 (10) (245) Amounts reclassified to — — — — — — — — (3) 1 (2) (2) OCI for the period (843) 96 672 (160) (235) — — — (16) 4 (12) (247) Balance, September 30, 2022 $ (1,119) $ 163 $ 763 $ (188) $ (381) $ — $ — $ — $ (13) $ 3 $ (10) $ (391) Foreign currency translation adjustments Unrealized losses on cash flow hedges (1) Net unrealized gains (losses) on available-for-sale securities Total AOCI, net of tax Foreign currency translation Net investment hedges (2) Total, net of tax Before tax Tax Total, net of tax Before tax Tax Total, net of tax Before tax Tax (3) Before tax Tax Three Months Ended September 30, 2021 Balance, June 30, 2021 $ (82) $ 50 $ (95) $ 16 $ (111) $ — $ — $ — $ 130 $ (62) $ 68 $ (43) Other comprehensive (loss) (110) 10 93 (23) (30) — — — 1 — 1 (29) OCI for the period (110) 10 93 (23) (30) — — — 1 — 1 (29) Balance, September 30, 2021 $ (192) $ 60 $ (2) $ (7) $ (141) $ — $ — $ — $ 131 $ (62) $ 69 $ (72) Nine Months Ended September 30, 2021 Balance, December 31, 2020 $ 11 $ 47 $ (184) $ 37 $ (89) $ — $ — $ — $ 3 $ (32) $ (29) $ (118) OCI before reclassifications (203) 13 182 (44) (52) (15) 4 (11) 128 (30) 98 35 Amounts reclassified to net income (1) — — — — — 15 (4) 11 — — — 11 OCI for the period (203) 13 182 (44) (52) — — — 128 (30) 98 46 Balance, September 30, 2021 $ (192) $ 60 $ (2) $ (7) $ (141) $ — $ — $ — $ 131 $ (62) $ 69 $ (72) (1) Relates to the reverse treasury lock agreements with an aggregate notional amount of $1.8 billion entered in March 2021 to hedge the risk of changes in the cash flows related to the planned redemption, in April 2021, of the Senior Notes due April 2025 and the Senior Notes due April 2027. The agreements were designated as cash flow hedges and settled in April 2021. The reclassified losses, before tax, are included in "Other income (expense), net" and the related reclassified tax benefits are included in "Income tax expense" in the Unaudited Consolidated Statements of Operations. (2) Net investment hedges balance at September 30, 2022 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries (see Note 9). (3) The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the U.S. Tax Cuts and Jobs Act (the "Tax Act"). |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the consideration transferred. The amounts allocated to goodwill, intangibles and certain assets and liabilities, and the estimated useful lives of certain assets (and the related amortization expense) are subject to change as the Company continues to identify and measure the assets acquired, liabilities assumed and consideration transferred and evaluate the preliminary valuation and underlying inputs and assumptions. (in millions) Current assets (1) $ 174 Identifiable intangible assets (2) 423 Goodwill (3) 1,020 Other noncurrent assets 11 Current liabilities (199) Deferred income taxes (92) Other noncurrent liabilities (4) (41) Total consideration $ 1,296 (1) Includes cash and restricted cash acquired of $116 million. (2) Acquired definite-lived intangible assets consist of supply and distribution agreements with an estimated value of $299 million and weighted-average useful life of 10 years and technology assets with an estimated value of $124 million and weighted-average useful life of 4 years. (3) Goodwill, which is not tax deductible, reflects the synergies expected from combining the technology and expertise of Getaroom and Priceline. (4) Includes liabilities of $38 million principally related to travel transaction taxes. |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Components of other income (expense), net | The components of other income (expense), net were as follows (in millions): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest and dividend income $ 61 $ 4 $ 88 $ 12 Net losses on equity securities (1) (336) (1,016) (1,142) (589) Foreign currency transaction (losses) gains (2) (34) 45 12 92 Loss on early extinguishment of debt (3) — — — (242) Other (4) 4 — 2 (13) Other income (expense), net $ (305) $ (967) $ (1,040) $ (740) (1) See Note 5 for additional information related to the net losses on equity securities and Note 6 for additional information related to the impairment of an investment in equity securities. (2) Foreign currency transaction (losses) gains include gains of $2 million and $54 million for the three months ended September 30, 2022 and 2021, respectively, and gains of $70 million and $108 million for the nine months ended September 30, 2022 and 2021, respectively, related to Euro-denominated debt and accrued interest that were not designated as net investment hedges (see Note 9). (3) See Note 9 for additional information related to the loss on early extinguishment of debt. (4) The amounts for the nine months ended September 30, 2021 include losses on reverse treasury lock agreements which were designated as cash flow hedges (see Note 12). |
OTHER (Tables)
OTHER (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents | The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amounts shown in the Unaudited Consolidated Statements of Cash Flows (in millions): September 30, December 31, (Unaudited) As included in the Consolidated Balance Sheets: Cash and cash equivalents $ 9,021 $ 11,127 Restricted cash and cash equivalents (1) 25 25 Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Consolidated Statements of Cash Flows $ 9,046 $ 11,152 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 30, 2020 |
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||
Retained earnings | $ 26,306 | $ 24,453 | |
Long-term debt | 7,950 | 8,937 | |
Additional paid-in capital | (6,385) | (6,159) | |
Deferred income taxes | $ (723) | (905) | |
Accounting Standards Update 2020-06 | |||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||
Retained earnings | 30 | ||
Long-term debt | 86 | ||
Additional paid-in capital | 96 | ||
Deferred income taxes | $ 21 | ||
Convertible Debt | 0.75% Convertible Senior Notes due May 2025 | |||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stated interest rate | 0.75% | 0.75% | 0.75% |
Long-term debt | $ 853 | $ 764 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 6,052 | $ 4,676 | $ 13,041 | $ 7,977 |
Online accommodation reservation services | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 90% | 89% | 88% | 87% |
Other sources of online travel reservation services and advertising and other revenues | Revenue Benchmark | Product Concentration Risk | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 10% | 10% | 10% | 10% |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 606 | $ 444 | $ 1,675 | $ 1,034 |
The Netherlands | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,991 | 3,955 | 10,300 | 6,367 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 455 | $ 277 | $ 1,066 | $ 576 |
REVENUE - Deferred Merchant Boo
REVENUE - Deferred Merchant Bookings (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Online travel reservation services | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Revenue, performance obligation, description of timing | one year |
REVENUE - Incentive Programs (D
REVENUE - Incentive Programs (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued expenses and other current liabilities | Incentives granted and loyalty programs | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Liabilities for loyalty and other incentive program incentives | $ 121 | $ 71 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Share-Based Compensation Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | |||
Restricted Stock Units | ||||
Share-Based Awards - Shares | ||||
Unvested at December 31, 2021 (in shares) | 281,924 | |||
Granted (in shares) | 173,915 | |||
Vested (in shares) | (141,071) | |||
Forfeited (in shares) | (29,717) | |||
Unvested at September 30, 2022 (in shares) | 285,051 | 281,924 | ||
Share-Based Awards - Weighted Average Grant Date Fair Value | ||||
Unvested at December 31, 2021 (in dollars per share) | $ 1,914 | |||
Granted (in dollars per share) | 2,101 | |||
Vested (in dollars per share) | 1,790 | |||
Forfeited (in dollars per share) | 2,056 | |||
Unvested at September 30, 2022 (in dollars per share) | $ 2,075 | $ 1,914 | ||
Performance Share Units | ||||
Share-Based Awards - Shares | ||||
Unvested at December 31, 2021 (in shares) | [1] | 108,323 | ||
Granted (in shares) | [2],[3] | 50,443 | ||
Vested (in shares) | (44,276) | |||
Performance share units adjustment (in shares) | [4] | 33,529 | ||
Forfeited (in shares) | (3,033) | |||
Unvested at September 30, 2022 (in shares) | 144,986 | 108,323 | [1] | |
Share-Based Awards - Weighted Average Grant Date Fair Value | ||||
Unvested at December 31, 2021 (in dollars per share) | [1] | $ 2,123 | ||
Granted (in dollars per share) | [2],[3] | 2,210 | ||
Vested (in dollars per share) | 1,859 | |||
Performance share units adjustment (in dollars per share) | [4] | 2,390 | ||
Forfeited (in dollars per share) | 2,325 | |||
Unvested at September 30, 2022 (in dollars per share) | $ 2,294 | $ 2,123 | [1] | |
2021 Grants | Performance Share Units | ||||
Share-Based Awards - Weighted Average Grant Date Fair Value | ||||
Performance share units awarded during the period where a grant date was not yet established. (in shares) | 12,251 | |||
Performance share units awarded during the period where a grant date was established. (in shares) | 7,856 | |||
Performance Share Units 2022 Grants | Performance Share Units | ||||
Share-Based Awards - Weighted Average Grant Date Fair Value | ||||
Performance share units awarded during the period where a grant date was not yet established. (in shares) | 9,692 | |||
[1]Excludes 12,251 performance share units awarded during the year ended December 31, 2021 for which the grant date under Accounting Standards Codification ("ASC") 718, Compensation - Stock Compensation , was not established as of December 31, 2021. Among other conditions, for the grant date to be established, a mutual understanding is required to be reached between the Company and the employee of the key terms and conditions of the award, including the performance targets. The performance targets for each of the annual performance periods under the award are set at the beginning of the respective year. |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate grant-date fair value of performance share units and restricted stock units granted during the period | $ 14 | $ 477 | |
Aggregate fair value of performance share units and restricted stock units vested during the period | 13 | 388 | |
Performance Share Units | 2018 and 2019 Grants | Executive Officers | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional stock-based compensation expense as a result of the modification to be recognized over the remaining requisite service period | $ 40 | ||
Restricted Stock Units and Performance Share Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized estimated compensation expense, unvested share-based awards | 618 | $ 618 | |
Total future compensation cost related to unvested share-based awards, expected period of recognition | 2 years | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized estimated compensation expense, unvested share-based awards | $ 8 | $ 8 | |
Total future compensation cost related to unvested share-based awards, expected period of recognition | 4 months 24 days |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Balance (in shares), December 31, 2021 | 135,851 | |
Exercised (in shares) | (5,306) | |
Forfeited (in shares) | (7,074) | |
Balance (in shares), September 30, 2022 | 123,471 | 135,851 |
Exercisable (in shares), September 30, 2022 | 624 | |
Weighted-average Exercise Price | ||
Balance (in dollars per share), December 31, 2021 | $ 1,407 | |
Exercised (in dollars per share) | 1,374 | |
Forfeited (in dollars per share) | 1,411 | |
Balance (in dollars per share), September 30, 2022 | 1,408 | $ 1,407 |
Exercisable (in dollars per share), September 30, 2022 | $ 891 | |
Aggregate Intrinsic Value | ||
Balance | $ 29 | $ 135 |
Exercisable | $ 0 | |
Weighted-average Remaining Contractual Term | ||
Balance | 7 years 7 months 6 days | 8 years 3 months 18 days |
Exercisable | 1 year 6 months |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Weighted-average number of basic common shares outstanding (in shares) | 39,564,000 | 41,068,000 | 40,326,000 | 41,032,000 |
Weighted-average dilutive stock options, restricted stock units and performance share units (in shares) | 107,000 | 178,000 | 149,000 | 202,000 |
Assumed conversion of convertible senior notes (in shares) | 0 | 96,000 | 29,000 | 125,000 |
Weighted-average number of diluted common and common equivalent shares outstanding (in shares) | 39,671,000 | 41,342,000 | 40,504,000 | 41,359,000 |
Anti-dilutive potential common shares (in shares) | 15,392 | 5,346 | 15,434 |
INVESTMENTS - Summary of Invest
INVESTMENTS - Summary of Investments by Major Security Type (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt securities: | |||
Cost | $ 117 | $ 25 | |
Gross Unrealized Gains /Upward Adjustments | 0 | 0 | |
Gross Unrealized Losses /Downward Adjustments | (1) | 0 | |
Carrying Value | 116 | 25 | |
Equity securities: | |||
Cost | 1,860 | 1,231 | |
Gross Unrealized Gains /Upward Adjustments | 1,508 | 2,249 | |
Gross Unrealized Losses /Downward Adjustments | (718) | (305) | |
Carrying Value | 2,650 | 3,175 | |
Short-term Investments | |||
Debt securities: | |||
Cost | 117 | 25 | |
Gross Unrealized Gains/Upward Adjustments | 0 | 0 | |
Gross Unrealized Losses/Downward Adjustments | (1) | 0 | |
Carrying Value | 116 | 25 | |
Long-term Investments | |||
Debt securities: | |||
Cost | 617 | ||
Gross Unrealized Gains/Upward Adjustments | 0 | ||
Gross Unrealized Losses/Downward Adjustments | (12) | ||
Carrying Value | 605 | ||
Equity securities: | |||
Cost | 1,243 | 1,231 | |
Gross Unrealized Gains /Upward Adjustments | 1,508 | 2,249 | |
Gross Unrealized Losses /Downward Adjustments | (706) | (305) | |
Carrying Value | 2,045 | 3,175 | |
International government securities | Short-term Investments | |||
Debt securities: | |||
Cost | 3 | ||
Gross Unrealized Gains/Upward Adjustments | 0 | ||
Gross Unrealized Losses/Downward Adjustments | 0 | ||
Carrying Value | 3 | ||
International government securities | Long-term Investments | |||
Debt securities: | |||
Cost | 73 | ||
Gross Unrealized Gains/Upward Adjustments | 0 | ||
Gross Unrealized Losses/Downward Adjustments | (1) | ||
Carrying Value | 72 | ||
U.S. government securities | Short-term Investments | |||
Debt securities: | |||
Cost | [1] | 93 | |
Gross Unrealized Gains/Upward Adjustments | [1] | 0 | |
Gross Unrealized Losses/Downward Adjustments | [1] | (1) | |
Carrying Value | [1] | 92 | |
U.S. government securities | Long-term Investments | |||
Debt securities: | |||
Cost | 173 | ||
Gross Unrealized Gains/Upward Adjustments | 0 | ||
Gross Unrealized Losses/Downward Adjustments | (3) | ||
Carrying Value | 170 | ||
Corporate debt securities | Short-term Investments | |||
Debt securities: | |||
Cost | 21 | 25 | |
Gross Unrealized Gains/Upward Adjustments | 0 | 0 | |
Gross Unrealized Losses/Downward Adjustments | 0 | 0 | |
Carrying Value | 21 | 25 | |
Corporate debt securities | Long-term Investments | |||
Debt securities: | |||
Cost | 371 | ||
Gross Unrealized Gains/Upward Adjustments | 0 | ||
Gross Unrealized Losses/Downward Adjustments | (8) | ||
Carrying Value | 363 | ||
Equity securities with readily determinable fair values | Long-term Investments | |||
Equity securities: | |||
Cost | 1,165 | 1,165 | |
Gross Unrealized Gains /Upward Adjustments | 1,249 | 1,990 | |
Gross Unrealized Losses /Downward Adjustments | (522) | (305) | |
Carrying Value | 1,892 | 2,850 | |
Equity securities of private companies | Long-term Investments | |||
Equity securities: | |||
Cost | 78 | 66 | |
Gross Unrealized Gains /Upward Adjustments | 259 | 259 | |
Gross Unrealized Losses /Downward Adjustments | (184) | 0 | |
Carrying Value | $ 153 | $ 325 | |
[1]Includes investments in U.S. municipal bonds. |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 01, 2022 | Dec. 31, 2021 | ||
Minimum | ||||||||
Schedule of Investments [Line Items] | ||||||||
Term of available-for-sale debt securities (in years) | 1 year | 1 year | ||||||
Maximum | ||||||||
Schedule of Investments [Line Items] | ||||||||
Term of available-for-sale debt securities (in years) | 2 years | 2 years | ||||||
Meituan | ||||||||
Schedule of Investments [Line Items] | ||||||||
Equity securities, fair value | $ 1,700 | $ 1,700 | $ 2,300 | |||||
Unrealized gain (loss) equity securities | [1] | (294) | $ (772) | (629) | $ (509) | |||
Meituan | Subsequent Event | ||||||||
Schedule of Investments [Line Items] | ||||||||
Market price, percent decrease | 16% | |||||||
DiDi | ||||||||
Schedule of Investments [Line Items] | ||||||||
Equity securities, fair value | 72 | 72 | 195 | |||||
Unrealized gain (loss) equity securities | [1] | (44) | (249) | (123) | (94) | |||
Grab | ||||||||
Schedule of Investments [Line Items] | ||||||||
Equity securities, fair value | 111 | 111 | 301 | |||||
Unrealized gain (loss) equity securities | [2] | 4 | (190) | |||||
Unrealized gain (loss) on debt securities | [2] | $ 4 | $ 130 | |||||
Yanolja | Equity securities of private companies | ||||||||
Schedule of Investments [Line Items] | ||||||||
Cost of investment without readily determinable fair values | 51 | 51 | 51 | |||||
Investment in equity securities without readily determinable FV | $ 122 | $ 122 | $ 122 | $ 306 | ||||
Equity securities, impairment loss, annual amount | $ 184 | |||||||
[1]Included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations.[2]Net unrealized gains (losses) for the three and nine months ended September 30, 2022 are included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations and net unrealized gains for the three and nine months ended September 30, 2021 are included in Net unrealized (losses) gains on available-for-sale securities in the Unaudited Consolidated Statements of Comprehensive Income. |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Carried at Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | [1] | ||
Recurring Basis | |||||
ASSETS: | |||||
Assets at fair value | $ 10,804 | $ 13,315 | |||
Recurring Basis | Money market fund investments | Cash Equivalents and Restricted Cash Equivalents | |||||
ASSETS: | |||||
Assets at fair value | 8,085 | 10,410 | |||
Recurring Basis | Time deposits and certificates of deposit | Cash Equivalents and Restricted Cash Equivalents | |||||
ASSETS: | |||||
Assets at fair value | 85 | 25 | |||
Recurring Basis | International government securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 3 | ||||
Recurring Basis | International government securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 72 | ||||
Recurring Basis | U.S. government securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 92 | ||||
Recurring Basis | U.S. government securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 170 | ||||
Recurring Basis | Corporate debt securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 21 | 25 | |||
Recurring Basis | Corporate debt securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 363 | ||||
Recurring Basis | Equity securities with readily determinable fair values | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 1,892 | 2,850 | |||
Recurring Basis | Not Designated as Hedging Instrument | Foreign currency exchange derivatives | |||||
ASSETS: | |||||
Assets at fair value | 21 | 5 | |||
LIABILITIES: | |||||
Liabilities at fair value | 35 | 11 | |||
Nonrecurring Basis | |||||
ASSETS: | |||||
Assets at fair value | 122 | 325 | |||
Nonrecurring Basis | Equity securities of private companies | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 122 | [2] | 325 | [3] | |
Level 1 | Recurring Basis | |||||
ASSETS: | |||||
Assets at fair value | 10,062 | 13,285 | |||
Level 1 | Recurring Basis | Money market fund investments | Cash Equivalents and Restricted Cash Equivalents | |||||
ASSETS: | |||||
Assets at fair value | 8,085 | 10,410 | |||
Level 1 | Recurring Basis | Time deposits and certificates of deposit | Cash Equivalents and Restricted Cash Equivalents | |||||
ASSETS: | |||||
Assets at fair value | 85 | 25 | |||
Level 1 | Recurring Basis | International government securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 1 | Recurring Basis | International government securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 1 | Recurring Basis | U.S. government securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 1 | Recurring Basis | U.S. government securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 1 | Recurring Basis | Corporate debt securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | 0 | |||
Level 1 | Recurring Basis | Corporate debt securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 1 | Recurring Basis | Equity securities with readily determinable fair values | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 1,892 | 2,850 | |||
Level 1 | Recurring Basis | Not Designated as Hedging Instrument | Foreign currency exchange derivatives | |||||
ASSETS: | |||||
Assets at fair value | 0 | 0 | |||
LIABILITIES: | |||||
Liabilities at fair value | 0 | 0 | |||
Level 1 | Nonrecurring Basis | |||||
ASSETS: | |||||
Assets at fair value | 0 | 0 | |||
Level 1 | Nonrecurring Basis | Equity securities of private companies | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | [2] | 0 | [3] | |
Level 2 | Recurring Basis | |||||
ASSETS: | |||||
Assets at fair value | 742 | 30 | |||
Level 2 | Recurring Basis | Money market fund investments | Cash Equivalents and Restricted Cash Equivalents | |||||
ASSETS: | |||||
Assets at fair value | 0 | 0 | |||
Level 2 | Recurring Basis | Time deposits and certificates of deposit | Cash Equivalents and Restricted Cash Equivalents | |||||
ASSETS: | |||||
Assets at fair value | 0 | 0 | |||
Level 2 | Recurring Basis | International government securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 3 | ||||
Level 2 | Recurring Basis | International government securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 72 | ||||
Level 2 | Recurring Basis | U.S. government securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 92 | ||||
Level 2 | Recurring Basis | U.S. government securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 170 | ||||
Level 2 | Recurring Basis | Corporate debt securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 21 | 25 | |||
Level 2 | Recurring Basis | Corporate debt securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 363 | ||||
Level 2 | Recurring Basis | Equity securities with readily determinable fair values | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | 0 | |||
Level 2 | Recurring Basis | Not Designated as Hedging Instrument | Foreign currency exchange derivatives | |||||
ASSETS: | |||||
Assets at fair value | 21 | 5 | |||
LIABILITIES: | |||||
Liabilities at fair value | 35 | 11 | |||
Level 2 | Nonrecurring Basis | |||||
ASSETS: | |||||
Assets at fair value | 0 | 325 | |||
Level 2 | Nonrecurring Basis | Equity securities of private companies | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | [2] | $ 325 | [3] | |
Level 3 | Recurring Basis | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 3 | Recurring Basis | Money market fund investments | Cash Equivalents and Restricted Cash Equivalents | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 3 | Recurring Basis | Time deposits and certificates of deposit | Cash Equivalents and Restricted Cash Equivalents | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 3 | Recurring Basis | International government securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 3 | Recurring Basis | International government securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 3 | Recurring Basis | U.S. government securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 3 | Recurring Basis | U.S. government securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 3 | Recurring Basis | Corporate debt securities | Short-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 3 | Recurring Basis | Corporate debt securities | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 3 | Recurring Basis | Equity securities with readily determinable fair values | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
Level 3 | Recurring Basis | Not Designated as Hedging Instrument | Foreign currency exchange derivatives | |||||
ASSETS: | |||||
Assets at fair value | 0 | ||||
LIABILITIES: | |||||
Liabilities at fair value | 0 | ||||
Level 3 | Nonrecurring Basis | |||||
ASSETS: | |||||
Assets at fair value | 122 | ||||
Level 3 | Nonrecurring Basis | Equity securities of private companies | Long-term Investments | |||||
ASSETS: | |||||
Assets at fair value | [2] | $ 122 | |||
[1]The Company did not have any Level 3 fair value measurements at December 31, 2021.[2]During the three months ended June 30, 2022, the investment in Yanolja was written down to its estimated fair value of $122 million, resulting in an impairment charge of $184 million (see Note 5).[3]During the year ended December 31, 2021, the Company recorded upward adjustments to its investments in equity securities of private companies, including Yanolja, based on observable price changes in orderly transactions for identical or similar investments of the same issuer. |
FAIR VALUE MEASUREMENTS - Rollf
FAIR VALUE MEASUREMENTS - Rollforward of Level 3 Fair Value Measurements (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | ||
Grab | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Carrying Value | $ 330 | $ 200 | |
Debt Securities | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of year | 200 | ||
Unrealized gains included in other comprehensive (loss) income | [1] | 130 | |
Balance, end of period | $ 330 | ||
[1]The Company's investment in Grab (see Note 5) had an estimated fair value of $330 million and $200 million at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021, the Company measured this investment using Level 3 inputs and management's estimates that incorporated market participant expectations of future cash flows alongside the Grab Transaction value and other relevant information. |
FAIR VALUE MEASUREMENTS - Notio
FAIR VALUE MEASUREMENTS - Notional Amount of Foreign Currency Exchange Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Losses on foreign currency exchange derivatives | $ 58 | $ 10 | $ 114 | $ 18 | ||
Recurring Basis | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Assets at fair value | 10,804 | 10,804 | $ 13,315 | [1] | ||
Recurring Basis | Level 2 | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Assets at fair value | 742 | 742 | 30 | [1] | ||
Foreign currency exchange derivatives | Not Designated as Hedging Instrument | Foreign currency purchases | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Notional amount | 1,960 | 1,960 | 840 | |||
Foreign currency exchange derivatives | Not Designated as Hedging Instrument | Foreign currency sales | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Notional amount | 2,064 | 2,064 | 1,857 | |||
Foreign currency exchange derivatives | Not Designated as Hedging Instrument | Recurring Basis | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Assets at fair value | 21 | 21 | 5 | [1] | ||
Liabilities at fair value | 35 | 35 | 11 | [1] | ||
Foreign currency exchange derivatives | Not Designated as Hedging Instrument | Recurring Basis | Level 2 | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Assets at fair value | 21 | 21 | 5 | [1] | ||
Liabilities at fair value | $ 35 | $ 35 | $ 11 | [1] | ||
[1]The Company did not have any Level 3 fair value measurements at December 31, 2021. |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - Yanolja $ in Millions | 3 Months Ended | ||
Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) yr | Dec. 31, 2021 USD ($) | |
EBITDA Multiple Decrease | Market Approach | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, FV-NI, measurement input | 0.36 | ||
Minimum | Weighted average cost of capital | Income Approach | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, FV-NI, measurement input | 0.10 | ||
Minimum | EBITDA Multiple | Income Approach | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, FV-NI, measurement input | 14 | ||
Maximum | Weighted average cost of capital | Income Approach | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, FV-NI, measurement input | 0.14 | ||
Maximum | EBITDA Multiple | Income Approach | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Equity securities, FV-NI, measurement input | 16 | ||
Equity securities of private companies | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investment in equity securities without readily determinable FV | $ | $ 122 | $ 122 | $ 306 |
Equity securities, impairment loss, annual amount | $ | $ 184 |
ACCOUNTS RECEIVABLE AND OTHER_3
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Summary of the Activity of the Allowance for Expected Credit Losses on Accounts Receivable (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of year | $ 101 | $ 166 |
Provision charged to expense | 104 | 44 |
Write-offs and adjustments | (75) | (96) |
Foreign currency translation adjustments | (11) | (4) |
Balance, end of period | $ 119 | $ 110 |
ACCOUNTS RECEIVABLE AND OTHER_4
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Summary of the Activity of the Allowance for Expected Credit Losses on Prepayments to Customers (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Contract With Customer, Asset, Prepayments To Customers, Allowance for Credit Loss [Abstract] | ||
Balance, beginning of year | $ 47 | $ 55 |
Provision charged to expense | (16) | (2) |
Write-offs and adjustments | (4) | (3) |
Balance, end of period | $ 27 | $ 50 |
ACCOUNTS RECEIVABLE AND OTHER_5
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables from customers | $ 1,700 | $ 1,100 |
Receivables from payment processors and networks | 621 | 343 |
Prepaid expenses, net | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Prepayments to customers | 15 | 67 |
Other assets, net | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Prepayments to customers | $ 26 | $ 18 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finite-lived intangible assets | |||||
Gross Carrying Amount | $ 3,458,000,000 | $ 3,458,000,000 | $ 3,561,000,000 | ||
Accumulated Amortization | (1,603,000,000) | (1,603,000,000) | (1,504,000,000) | ||
Net Carrying Amount | 1,855,000,000 | 1,855,000,000 | 2,057,000,000 | ||
Amortization expense | 55,000,000 | $ 40,000,000 | 167,000,000 | $ 122,000,000 | |
Cumulative impairment charges | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||
Impairment of goodwill | 0 | ||||
Supply and distribution agreements | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | 1,340,000,000 | 1,340,000,000 | 1,407,000,000 | ||
Accumulated Amortization | (612,000,000) | (612,000,000) | (591,000,000) | ||
Net Carrying Amount | 728,000,000 | $ 728,000,000 | 816,000,000 | ||
Supply and distribution agreements | Minimum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 3 years | ||||
Supply and distribution agreements | Maximum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 20 years | ||||
Technology | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | 291,000,000 | $ 291,000,000 | 297,000,000 | ||
Accumulated Amortization | (176,000,000) | (176,000,000) | (151,000,000) | ||
Net Carrying Amount | 115,000,000 | $ 115,000,000 | 146,000,000 | ||
Technology | Minimum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 2 years | ||||
Technology | Maximum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 7 years | ||||
Internet domain names | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | 35,000,000 | $ 35,000,000 | 41,000,000 | ||
Accumulated Amortization | (32,000,000) | (32,000,000) | (36,000,000) | ||
Net Carrying Amount | 3,000,000 | $ 3,000,000 | 5,000,000 | ||
Internet domain names | Minimum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 5 years | ||||
Internet domain names | Maximum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 20 years | ||||
Trade names | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | 1,790,000,000 | $ 1,790,000,000 | 1,814,000,000 | ||
Accumulated Amortization | (781,000,000) | (781,000,000) | (724,000,000) | ||
Net Carrying Amount | 1,009,000,000 | $ 1,009,000,000 | 1,090,000,000 | ||
Trade names | Minimum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 4 years | ||||
Trade names | Maximum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 20 years | ||||
Other intangible assets | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | 2,000,000 | $ 2,000,000 | 2,000,000 | ||
Accumulated Amortization | (2,000,000) | (2,000,000) | (2,000,000) | ||
Net Carrying Amount | $ 0 | $ 0 | $ 0 | ||
Other intangible assets | Maximum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 15 years |
DEBT - Schedule of Outstanding
DEBT - Schedule of Outstanding Debt (Details) € in Millions, $ in Millions | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Mar. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Mar. 31, 2021 EUR (€) | Apr. 30, 2020 USD ($) |
Debt Instrument | |||||||
Carrying Value | $ 1,234 | $ 1,989 | |||||
Carrying Value | 7,950 | 8,937 | |||||
Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | 7,950 | 8,937 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (39) | (133) | |||||
Outstanding Principal Amount | 7,989 | 9,070 | |||||
Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | 1,234 | 1,989 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (1) | (1) | |||||
Outstanding Principal Amount | 1,235 | 1,990 | |||||
0.8% (€1 Billion) Senior Notes due March 2022 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | 1,137 | ||||||
Unamortized Debt Discount and Debt Issuance Cost | 0 | ||||||
Outstanding Principal Amount | $ 1,137 | ||||||
Aggregate principal amount | € | € 1,000 | € 1,000 | |||||
Stated interest rate | 0.80% | 0.80% | 0.80% | ||||
2.15% (€750 Million) Senior Notes due November 2022 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | 735 | $ 852 | |||||
Unamortized Debt Discount and Debt Issuance Cost | 0 | (1) | |||||
Outstanding Principal Amount | $ 735 | $ 853 | |||||
Aggregate principal amount | € | € 750 | € 750 | |||||
Stated interest rate | 2.15% | 2.15% | 2.15% | 2.15% | |||
2.75% Senior Notes due March 2023 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | $ 499 | ||||||
Unamortized Debt Discount and Debt Issuance Cost | (1) | ||||||
Outstanding Principal Amount | $ 500 | ||||||
Stated interest rate | 2.75% | 2.75% | |||||
2.75% Senior Notes due March 2023 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | $ 499 | ||||||
Unamortized Debt Discount and Debt Issuance Cost | (1) | ||||||
Outstanding Principal Amount | $ 500 | ||||||
Stated interest rate | 2.75% | 2.75% | |||||
2.375% (€1 Billion) Senior Notes due September 2024 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | $ 976 | $ 1,132 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (4) | (5) | |||||
Outstanding Principal Amount | $ 980 | $ 1,137 | |||||
Aggregate principal amount | € | € 1,000 | € 1,000 | |||||
Stated interest rate | 2.375% | 2.375% | 2.375% | 2.375% | |||
3.65% Senior Notes due March 2025 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | $ 499 | $ 499 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (1) | (1) | |||||
Outstanding Principal Amount | $ 500 | $ 500 | |||||
Stated interest rate | 3.65% | 3.65% | 3.65% | 3.65% | |||
0.1% (€950 Million) Senior Notes due March 2025 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | $ 928 | $ 1,076 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (3) | (4) | |||||
Outstanding Principal Amount | $ 931 | $ 1,080 | |||||
Aggregate principal amount | € | € 950 | € 950 | € 950 | ||||
Stated interest rate | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | ||
0.75% Convertible Senior Notes due May 2025 | Convertible Debt | |||||||
Debt Instrument | |||||||
Carrying Value | $ 853 | $ 764 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (10) | (99) | |||||
Outstanding Principal Amount | $ 863 | $ 863 | |||||
Aggregate principal amount | $ 863 | ||||||
Stated interest rate | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% | ||
3.6% Senior Notes due June 2026 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | $ 997 | $ 996 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (3) | (4) | |||||
Outstanding Principal Amount | $ 1,000 | $ 1,000 | |||||
Stated interest rate | 3.60% | 3.60% | 3.60% | 3.60% | |||
1.8% (€1 Billion) Senior Notes due March 2027 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | $ 977 | $ 1,134 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (3) | (3) | |||||
Outstanding Principal Amount | $ 980 | $ 1,137 | |||||
Aggregate principal amount | € | € 1,000 | € 1,000 | |||||
Stated interest rate | 1.80% | 1.80% | 1.80% | 1.80% | |||
3.55% Senior Notes due March 2028 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | $ 498 | $ 498 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (2) | (2) | |||||
Outstanding Principal Amount | $ 500 | $ 500 | |||||
Stated interest rate | 3.55% | 3.55% | 3.55% | 3.55% | |||
0.5% (€750 Million) Senior Notes due March 2028 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | $ 731 | $ 848 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (4) | (5) | |||||
Outstanding Principal Amount | $ 735 | $ 853 | |||||
Aggregate principal amount | € | € 750 | € 750 | € 750 | ||||
Stated interest rate | 0.50% | 0.50% | 0.50% | 0.50% | 0.50% | ||
4.625% Senior Notes due April 2030 | Senior Notes | |||||||
Debt Instrument | |||||||
Carrying Value | $ 1,491 | $ 1,491 | |||||
Unamortized Debt Discount and Debt Issuance Cost | (9) | (9) | |||||
Outstanding Principal Amount | $ 1,500 | $ 1,500 | |||||
Stated interest rate | 4.625% | 4.625% | 4.625% | 4.625% |
DEBT - Summary of Interest Expe
DEBT - Summary of Interest Expenses and Weighted-Average Effective Interest Rates Related To Convertible Senior Notes and Other Senior Notes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Standards Update 2020-06 | ||||
Debt Instrument | ||||
Total interest expense | $ (6) | $ (19) | ||
Convertible Debt | ||||
Debt Instrument | ||||
Coupon interest expense | 2 | $ 3 | 5 | $ 11 |
Amortization of debt discount and debt issuance costs | 1 | 12 | 3 | 36 |
Total interest expense | $ 3 | $ 15 | $ 8 | $ 47 |
Weighted-average effective interest rate | 1.20% | 3.90% | 1.20% | 3.70% |
Senior Notes | ||||
Debt Instrument | ||||
Coupon interest expense | $ 54 | $ 60 | $ 168 | $ 198 |
Amortization of debt discount and debt issuance costs | 2 | 2 | 7 | 8 |
Total interest expense | $ 56 | $ 62 | $ 175 | $ 206 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) $ / shares in Units, € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | Apr. 30, 2020 USD ($) day $ / shares | Aug. 31, 2019 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 EUR (€) | Mar. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Mar. 31, 2021 EUR (€) | Aug. 31, 2014 USD ($) | ||
Debt Instrument | |||||||||||||||||
Loss on early extinguishment of debt | [1] | $ 0 | $ 0 | $ 0 | $ 242,000,000 | ||||||||||||
Level 2 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Estimated market value of outstanding debt | 8,900,000,000 | 8,900,000,000 | $ 12,100,000,000 | ||||||||||||||
0.8% (€1 Billion) Senior Notes due March 2022 | Senior Notes | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Aggregate principal amount | € | € 1,000 | € 1,000 | |||||||||||||||
Stated interest rate | 0.80% | 0.80% | 0.80% | ||||||||||||||
Repayments of senior debt | $ 1,100,000,000 | ||||||||||||||||
Convertible Debt | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Total interest expenses | $ 3,000,000 | 15,000,000 | $ 8,000,000 | 47,000,000 | |||||||||||||
Convertible Debt | 0.75% Convertible Senior Notes due May 2025 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Aggregate principal amount | $ 863,000,000 | ||||||||||||||||
Stated interest rate | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% | |||||||||||
Payments of debt issuance costs | $ 19,000,000 | ||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1,886.44 | ||||||||||||||||
Ratio of closing share price to conversion price as a condition for conversion of the convertible notes, minimum (Percentage) | 130% | ||||||||||||||||
Convertible Debt | 0.75% Convertible Senior Notes due May 2025 | Level 2 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Estimated market value of outstanding debt | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,300,000,000 | ||||||||||||||
Convertible Debt | 0.9% Senior Convertible Notes Due September 2021 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Aggregate principal amount | $ 1,000,000,000 | ||||||||||||||||
Stated interest rate | 0.90% | ||||||||||||||||
Aggregate principal amount paid | $ 1,000,000,000 | ||||||||||||||||
Debt conversion premium in excess of the principal amount paid | $ 86,000,000 | ||||||||||||||||
Senior Notes | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Total interest expenses | 56,000,000 | $ 62,000,000 | 175,000,000 | 206,000,000 | |||||||||||||
Carrying value of long-term debt | $ 8,300,000,000 | $ 8,300,000,000 | $ 10,200,000,000 | ||||||||||||||
Senior Notes | 0.1% (€950 Million) Senior Notes due March 2025 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Aggregate principal amount | € | € 950 | € 950 | € 950 | ||||||||||||||
Stated interest rate | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | 0.10% | |||||||||||
Senior Notes | 0.5% (€750 Million) Senior Notes due March 2028 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Aggregate principal amount | € | € 750 | € 750 | € 750 | ||||||||||||||
Stated interest rate | 0.50% | 0.50% | 0.50% | 0.50% | 0.50% | 0.50% | |||||||||||
Senior Notes | 4.1% Senior Notes due April 2025 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Payments to redeem debt | $ 1,100,000,000 | ||||||||||||||||
Senior Notes | 4.5% Senior Notes Due April 2027 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Payments to redeem debt | $ 868,000,000 | ||||||||||||||||
Senior Notes | 4.1% Senior Notes due April 2025 and 4.5% Senior Notes due April 2027 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Loss on early extinguishment of debt | 242,000,000 | ||||||||||||||||
Minimum | Euro-Denominated Debt | Designated as Hedging Instrument | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Carrying value of the portions of euro-denominated debt designated as a net investment hedge | $ 4,200,000,000 | 2,500,000,000 | |||||||||||||||
Minimum | Convertible Debt | 0.75% Convertible Senior Notes due May 2025 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum and maximum consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days) | day | 20 | ||||||||||||||||
Additional payment to debt holder, settled In shares, aggregate value | $ 0 | ||||||||||||||||
Maximum | Euro-Denominated Debt | Designated as Hedging Instrument | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Carrying value of the portions of euro-denominated debt designated as a net investment hedge | 5,600,000,000 | $ 4,300,000,000 | |||||||||||||||
Maximum | Convertible Debt | 0.75% Convertible Senior Notes due May 2025 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum and maximum consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days) | day | 30 | ||||||||||||||||
Additional payment to debt holder, settled In shares, aggregate value | $ 235,000,000 | ||||||||||||||||
Revolving Credit Facility | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Revolving credit facility, maximum borrowing capacity | $ 2,000,000,000 | ||||||||||||||||
Revolving credit facility, term | 5 years | ||||||||||||||||
Long-term line of credit | $ 0 | 0 | $ 0 | ||||||||||||||
Letter of Credit | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Revolving credit facility, maximum borrowing capacity | $ 80,000,000 | ||||||||||||||||
Letters of credit issued | $ 11,000,000 | $ 11,000,000 | $ 4,000,000 | ||||||||||||||
Swingline Loans | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Revolving credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||||||||||||
[1]See Note 9 for additional information related to the loss on early extinguishment of debt. |
TREASURY STOCK (Details)
TREASURY STOCK (Details) - USD ($) shares in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Stock repurchase program, expected time to complete | 2 years | |||||||
Authorized stock repurchase programs (in shares) | 1,067 | 2 | 2,167 | 70 | ||||
Authorized stock repurchase programs | $ 1,966,000,000 | $ 3,000,000 | $ 4,340,000,000 | $ 158,000,000 | ||||
General authorization for shares withheld on stock award vesting (in shares) | 3 | 2 | 77 | 70 | ||||
General authorization for shares withheld on stock award vesting | $ 7,000,000 | $ 3,000,000 | $ 162,000,000 | $ 158,000,000 | ||||
Treasury stock repurchased but unsettled by period end amount | $ 60,000,000 | |||||||
Payments for repurchase of common stock | 4,278,000,000 | 159,000,000 | ||||||
Payments related to tax withholding for share-based compensation | 160,000,000 | $ 159,000,000 | ||||||
Subsequent Event | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Payments for repurchase of common stock | $ 595,000,000 | |||||||
2019 Share Repurchase Program | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Remaining authorization to repurchase common stock | $ 6,200,000,000 | $ 6,200,000,000 | $ 6,200,000,000 | $ 10,400,000,000 | ||||
Amount of common stock repurchases authorized | $ 15,000,000,000 | |||||||
Common Stock Repurchase Program | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Authorized stock repurchase programs (in shares) | 1,064 | 0 | 2,090 | 0 | ||||
Authorized stock repurchase programs | $ 1,959,000,000 | $ 0 | $ 4,178,000,000 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||||
Effective tax rate, percent | 23.40% | 20.50% | 26.20% | 15.80% | |
Federal statutory tax rate, percent | 21% | 21% | 21% | 21% | |
Unrecognized tax benefits | $ 223 | $ 223 | $ 120 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 42 | $ 42 | $ 30 | ||
Tax and Customs Administration, Netherlands | |||||
Income Tax Contingency [Line Items] | |||||
Effective income tax rate at innovation box tax rate, percent | 9% | 9% | 9% | 9% | |
Federal statutory tax rate, percent | 25.80% | 25% | 25.80% | 25% |
CHANGES IN ACCUMULATED OTHER _3
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | ||
Total AOCI, net of tax | ||||||
Balance | $ 4,002 | $ 4,799 | $ 6,178 | $ 4,893 | ||
OCI, before reclassifications, net of tax | (137) | (29) | (245) | 35 | ||
Amounts reclassified to net income, net of tax | (2) | (2) | 11 | |||
Total other comprehensive (loss) income, net of tax | (139) | (29) | (247) | 46 | ||
Balance | 3,670 | 5,545 | 3,670 | 5,545 | ||
Cash Flow Hedging | Reverse Treasury Lock | Designated as Hedging Instrument | ||||||
Total AOCI, net of tax | ||||||
Notional amount | $ 1,800 | |||||
Foreign currency translation | ||||||
Before tax | ||||||
Balance | (717) | (82) | (276) | 11 | ||
OCI before reclassifications, before tax | (402) | (110) | (843) | (203) | ||
Amounts reclassified to net income, before tax | 0 | 0 | 0 | |||
OCI after reclassifications, before tax | (402) | (110) | (843) | (203) | ||
Balance | (1,119) | (192) | (1,119) | (192) | ||
Tax (expense) benefit | ||||||
Balance | [1] | 112 | 50 | 67 | 47 | |
OCI before reclassifications, tax | [1] | 51 | 10 | 96 | 13 | |
Amounts reclassified to net income, tax | [1] | 0 | 0 | 0 | ||
OCI after reclassifications, tax | [1] | 51 | 10 | 96 | 13 | |
Balance | [1] | 163 | 60 | 163 | 60 | |
Net Investment Hedges | ||||||
Before tax | ||||||
Balance | [2] | 470 | (95) | 91 | (184) | |
OCI before reclassifications, before tax | [2] | 293 | 93 | 672 | 182 | |
Amounts reclassified to net income, before tax | [2] | 0 | 0 | 0 | ||
OCI after reclassifications, before tax | [2] | 293 | 93 | 672 | 182 | |
Balance | [2] | 763 | (2) | 763 | (2) | |
Tax (expense) benefit | ||||||
Balance | [2] | (119) | 16 | (28) | 37 | |
OCI before reclassifications, tax | [2] | (69) | (23) | (160) | (44) | |
Amounts reclassified to net income, tax | [2] | 0 | 0 | 0 | ||
OCI after reclassifications, tax | [2] | (69) | (23) | (160) | (44) | |
Balance | [2] | (188) | (7) | (188) | (7) | |
Foreign currency translation adjustments | ||||||
Total AOCI, net of tax | ||||||
Balance | (254) | (111) | (146) | (89) | ||
OCI, before reclassifications, net of tax | (127) | (30) | (235) | (52) | ||
Amounts reclassified to net income, net of tax | 0 | 0 | 0 | |||
Total other comprehensive (loss) income, net of tax | (127) | (30) | (235) | (52) | ||
Balance | (381) | (141) | (381) | (141) | ||
Foreign currency translation adjustments | Net Investment Hedging | Foreign Currency Forward | ||||||
Before tax | ||||||
Balance | (53) | (53) | (53) | (53) | ||
Balance | (53) | (53) | (53) | (53) | ||
Total AOCI, net of tax | ||||||
Balance | (35) | (35) | (35) | (35) | ||
Balance | (35) | (35) | (35) | (35) | ||
Unrealized losses on cash flow hedges | ||||||
Before tax | ||||||
Balance | [3] | 0 | 0 | 0 | 0 | |
OCI before reclassifications, before tax | [3] | 0 | 0 | 0 | (15) | |
Amounts reclassified to net income, before tax | [3] | 0 | 0 | 15 | ||
OCI after reclassifications, before tax | [3] | 0 | 0 | 0 | 0 | |
Balance | [3] | 0 | 0 | 0 | 0 | |
Tax (expense) benefit | ||||||
Balance | [3] | 0 | 0 | 0 | 0 | |
OCI before reclassifications, tax | [3] | 0 | 0 | 0 | 4 | |
Amounts reclassified to net income, tax | [3] | 0 | 0 | (4) | ||
OCI after reclassifications, tax | [3] | 0 | 0 | 0 | 0 | |
Balance | [3] | 0 | 0 | 0 | 0 | |
Total AOCI, net of tax | ||||||
Balance | [3] | 0 | 0 | 0 | 0 | |
OCI, before reclassifications, net of tax | [3] | 0 | 0 | 0 | (11) | |
Amounts reclassified to net income, net of tax | [3] | 0 | 0 | 11 | ||
Total other comprehensive (loss) income, net of tax | [3] | 0 | 0 | 0 | 0 | |
Balance | [3] | 0 | 0 | 0 | 0 | |
Net unrealized gains (losses) on available-for-sale securities | ||||||
Before tax | ||||||
Balance | 3 | 130 | 3 | 3 | ||
OCI before reclassifications, before tax | (13) | 1 | (13) | 128 | ||
Amounts reclassified to net income, before tax | (3) | (3) | 0 | |||
OCI after reclassifications, before tax | (16) | 1 | (16) | 128 | ||
Balance | (13) | 131 | (13) | 131 | ||
Tax (expense) benefit | ||||||
Balance | (1) | (62) | (1) | (32) | ||
OCI before reclassifications, tax | 3 | 0 | 3 | (30) | ||
Amounts reclassified to net income, tax | 1 | 1 | 0 | |||
OCI after reclassifications, tax | 4 | 0 | 4 | (30) | ||
Balance | 3 | (62) | 3 | (62) | ||
Total AOCI, net of tax | ||||||
Balance | 2 | 68 | 2 | (29) | ||
OCI, before reclassifications, net of tax | (10) | 1 | (10) | 98 | ||
Amounts reclassified to net income, net of tax | (2) | (2) | 0 | |||
Total other comprehensive (loss) income, net of tax | (12) | 1 | (12) | 98 | ||
Balance | (10) | 69 | (10) | 69 | ||
Total AOCI | ||||||
Total AOCI, net of tax | ||||||
Balance | (252) | (43) | (144) | (118) | ||
Balance | $ (391) | $ (72) | $ (391) | $ (72) | ||
[1]The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the U.S. Tax Cuts and Jobs Act (the "Tax Act").[2]Net investment hedges balance at September 30, 2022 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries (see Note 9).[3]Relates to the reverse treasury lock agreements with an aggregate notional amount of $1.8 billion entered in March 2021 to hedge the risk of changes in the cash flows related to the planned redemption, in April 2021, of the Senior Notes due April 2025 and the Senior Notes due April 2027. The agreements were designated as cash flow hedges and settled in April 2021. The reclassified losses, before tax, are included in "Other income (expense), net" and the related reclassified tax benefits are included in "Income tax expense" in the Unaudited Consolidated Statements of Operations. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) ₺ in Millions, € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 24 Months Ended | |||||||||||||||||||||||||||||||
Feb. 08, 2022 USD ($) | Feb. 08, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2021 TRY (₺) | Aug. 31, 2021 USD ($) | Aug. 31, 2021 EUR (€) | Jun. 30, 2021 USD ($) | Jun. 30, 2021 EUR (€) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 EUR (€) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 EUR (€) | Jan. 31, 2019 USD ($) | Jan. 31, 2019 EUR (€) | Dec. 31, 2018 USD ($) | Dec. 31, 2018 EUR (€) | Dec. 31, 2015 USD ($) | Dec. 31, 2015 EUR (€) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 EUR (€) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 EUR (€) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 TRY (₺) | Sep. 30, 2022 EUR (€) | Apr. 30, 2022 USD ($) | Apr. 30, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | |
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Unrecognized tax benefits | $ 120 | $ 223 | $ 223 | ||||||||||||||||||||||||||||||||
Standby Letters of Credit | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Letters of credit issued | 511 | 439 | 439 | ||||||||||||||||||||||||||||||||
Booking.com | Headquarters | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Contractual obligation | 17 | € 15 | |||||||||||||||||||||||||||||||||
Booking.com | Headquarters | Headquarters Vendors | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Contractual obligation | 12 | 12 | € 12 | ||||||||||||||||||||||||||||||||
Booking.com | Headquarters | Ground Lease | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Remaining lease payments | 66 | 66 | 67 | ||||||||||||||||||||||||||||||||
French Tax Audit | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Unrecognized tax benefits | 172 | 172 | 176 | $ 59 | € 50 | ||||||||||||||||||||||||||||||
Expense for unrecognized tax benefit | 125 | € 126 | |||||||||||||||||||||||||||||||||
French Tax Audit | Tax Years 2006 Through 2012 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Assessed taxes | $ 348 | € 356 | |||||||||||||||||||||||||||||||||
Payment required to appeal a litigation matter or avoid collection enforcement | $ 348 | € 356 | |||||||||||||||||||||||||||||||||
French Tax Audit | Tax Years 2011 through 2012 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Assessed taxes | $ 3 | € 3 | |||||||||||||||||||||||||||||||||
Amount of tax deposit refunded | $ 3 | € 3 | |||||||||||||||||||||||||||||||||
French Tax Audit | Tax Year 2013 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Assessed taxes | $ 69 | € 70 | |||||||||||||||||||||||||||||||||
French Tax Audit | Tax Years 2016 Through 2018 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Assessed taxes | 76 | € 78 | |||||||||||||||||||||||||||||||||
French Tax Assessment, transfer taxes | Tax Years 2011 Through 2015 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Assessed taxes | 38 | 39 | |||||||||||||||||||||||||||||||||
Italian Tax Audit | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Expense for unrecognized tax benefit | $ 16 | € 13 | |||||||||||||||||||||||||||||||||
Italian Tax Audit | Other assets, net | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Unrecognized tax benefits | 6 | 6 | 6 | 5 | € 5 | ||||||||||||||||||||||||||||||
Italian Tax Audit | Tax Year 2013 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Assessed taxes | $ 47 | € 48 | |||||||||||||||||||||||||||||||||
Payment required to appeal a litigation matter or avoid collection enforcement | 10 | 10 | |||||||||||||||||||||||||||||||||
Italian Tax Audit | Tax Year 2014 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Assessed taxes | $ 57 | € 58 | |||||||||||||||||||||||||||||||||
Italian Tax Audit | Tax Year 2015 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Assessed taxes | $ 31 | € 31 | |||||||||||||||||||||||||||||||||
Italian Tax Audit | Tax Years 2013 And 2014 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Expense for unrecognized tax benefit | $ 5 | € 4 | |||||||||||||||||||||||||||||||||
Italian Tax Audit | Tax Years 2013 through 2019 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Recommended tax assessment | $ 151 | € 154 | |||||||||||||||||||||||||||||||||
Italian Tax Audit | Tax Years 2016 Through 2018 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Assessed taxes | $ 112 | € 114 | |||||||||||||||||||||||||||||||||
Italian Tax Audit | Tax Years 2014 Through 2018 | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Payment required to appeal a litigation matter or avoid collection enforcement | 63 | € 64 | |||||||||||||||||||||||||||||||||
Turkish Tax Audit | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Assessed taxes | $ 46 | ₺ 851 | |||||||||||||||||||||||||||||||||
Payment required to appeal a litigation matter or avoid collection enforcement | $ 6 | ₺ 118 | |||||||||||||||||||||||||||||||||
Pension-related litigation | |||||||||||||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||||||||||||
Estimated reasonably possible loss in excess of amount accrued | $ 320 | $ 320 | € 326 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ in Millions, € in Billions | 1 Months Ended | ||||
Dec. 31, 2021 USD ($) | Nov. 30, 2021 USD ($) | Nov. 30, 2021 EUR (€) | Sep. 30, 2022 USD ($) | ||
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,887 | $ 2,808 | |||
Etraveli Group | |||||
Business Acquisition [Line Items] | |||||
Business combination, pending acquisition not yet completed, acquisition price | $ 1,600 | € 1.6 | |||
Getaroom | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred | 1,300 | ||||
Payments to acquire businesses, net of cash acquired | 1,200 | ||||
Current assets | [1] | 174 | |||
Identifiable intangible assets | [2] | 423 | |||
Goodwill | [3] | 1,020 | |||
Other noncurrent assets | 11 | ||||
Current liabilities | (199) | ||||
Deferred income taxes | (92) | ||||
Other noncurrent liabilities | [4] | (41) | |||
Total consideration | 1,296 | ||||
Cash acquired from acquisition | 116 | ||||
Getaroom | Travel Transaction Related Taxes | |||||
Business Acquisition [Line Items] | |||||
Other noncurrent liabilities | (38) | ||||
Getaroom | Distribution Agreement | |||||
Business Acquisition [Line Items] | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 299 | ||||
Acquired finite-lived intangible assets, weighted average useful life | 10 years | ||||
Getaroom | Technology | |||||
Business Acquisition [Line Items] | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 124 | ||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years | ||||
[1]Includes cash and restricted cash acquired of $116 million.[2]Acquired definite-lived intangible assets consist of supply and distribution agreements with an estimated value of $299 million and weighted-average useful life of 10 years and technology assets with an estimated value of $124 million and weighted-average useful life of 4 years.[3]Goodwill, which is not tax deductible, reflects the synergies expected from combining the technology and expertise of Getaroom and Priceline.[4]Includes liabilities of $38 million principally related to travel transaction taxes. |
RESTRUCTURING, DISPOSAL, AND _2
RESTRUCTURING, DISPOSAL, AND OTHER EXIT COSTS (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 9 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Restructuring Cost and Reserve [Line Items] | ||
Loss on transaction | $ 40 |
GOVERNMENT GRANTS AND OTHER A_2
GOVERNMENT GRANTS AND OTHER ASSISTANCE (Details) - COVID-19 - USD ($) $ in Millions | 9 Months Ended | 15 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Unusual or Infrequent Item, or Both [Line Items] | ||
Government grant and other assistance benefit recognized | $ 131 | |
Grants receivable | $ 28 | |
Expense related to the return of government assistance | $ 137 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Other Income and Expenses [Abstract] | |||||
Interest and dividend income | $ 61 | $ 4 | $ 88 | $ 12 | |
Net gains (losses) on equity securities | [1] | (336) | (1,016) | (1,142) | (589) |
Foreign currency transaction gains (losses) | [2] | (34) | 45 | 12 | 92 |
Loss on early extinguishment of debt | [3] | 0 | 0 | 0 | (242) |
Other | [4] | 4 | 0 | 2 | (13) |
Other income (expense), net | (305) | (967) | (1,040) | (740) | |
Foreign currency transaction gain (loss) | $ 2 | $ 54 | $ 70 | $ 108 | |
[1]See Note 5 for additional information related to the net losses on equity securities and Note 6 for additional information related to the impairment of an investment in equity securities.[2]Foreign currency transaction (losses) gains include gains of $2 million and $54 million for the three months ended September 30, 2022 and 2021, respectively, and gains of $70 million and $108 million for the nine months ended September 30, 2022 and 2021, respectively, related to Euro-denominated debt and accrued interest that were not designated as net investment hedges (see Note 9).[3]See Note 9 for additional information related to the loss on early extinguishment of debt.[4]The amounts for the nine months ended September 30, 2021 include losses on reverse treasury lock agreements which were designated as cash flow hedges (see Note 12). |
OTHER - Reconciliation of Cash
OTHER - Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |||||
Cash and cash equivalents | $ 9,021 | $ 11,127 | |||
Restricted cash and cash equivalents (1) | [1] | 25 | 25 | ||
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Consolidated Statements of Cash Flows | $ 9,046 | $ 11,152 | $ 11,663 | $ 10,582 | |
[1]Included in "Other current assets" in the Consolidated Balance Sheets. |
OTHER - Narrative (Details)
OTHER - Narrative (Details) € in Millions, $ in Millions | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 EUR (€) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 EUR (€) | Sep. 30, 2021 USD ($) | |
Income Tax Holiday [Line Items] | ||||||
Noncash investing activity related to additions to property and equipment, including stock-based compensation and accrued liabilities | $ 33 | $ 33 | ||||
Tax and Customs Administration, Netherlands | ||||||
Income Tax Holiday [Line Items] | ||||||
Prepaid taxes | € 266 | $ 279 | € 149 | $ 175 |