COVER PAGE
COVER PAGE - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 16, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 89.7 | ||
Entity Common Stock, Shares Outstanding | 40,887,702 | ||
Documents Incorporated by Reference | The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth in this Form 10-K, is incorporated herein by reference from Booking Holdings Inc.'s definitive proxy statement relating to its annual meeting of stockholders to be held on June 9, 2022 , to be filed with the Securities and Exchange Commission within 120 days after the end of Booking Holdings Inc.'s fiscal year ended December 31, 2021. | ||
Common Stock par value $0.008 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock par value $0.008 per share | ||
Trading Symbol | BKNG | ||
Security Exchange Name | NASDAQ | ||
0.800% Senior Notes Due 2022 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 0.800% Senior Notes Due 2022 | ||
Trading Symbol | BKNG 22A | ||
Security Exchange Name | NASDAQ | ||
2.150% Senior Notes Due 2022 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 2.150% Senior Notes Due 2022 | ||
Trading Symbol | BKNG 22 | ||
Security Exchange Name | NASDAQ | ||
2.375% Senior Notes Due 2024 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 2.375% Senior Notes Due 2024 | ||
Trading Symbol | BKNG 24 | ||
Security Exchange Name | NASDAQ | ||
0.100% Senior Notes Due 2025 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 0.100% Senior Notes Due 2025 | ||
Trading Symbol | BKNG 25 | ||
Security Exchange Name | NASDAQ | ||
1.800% Senior Notes Due 2027 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 1.800% Senior Notes Due 2027 | ||
Trading Symbol | BKNG 27 | ||
Security Exchange Name | NASDAQ | ||
0.500% Senior Notes Due 2028 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 0.500% Senior Notes Due 2028 | ||
Trading Symbol | BKNG 28 | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Stamford, Connecticut |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 11,127 | $ 10,562 | |
Short-term investments (Available-for-sale debt securities: Amortized cost of $25 and $500, respectively) | 25 | 501 | |
Accounts receivable, net (Allowance for expected credit losses of $101 and $166, respectively) | 1,358 | 529 | |
Prepaid expenses, net (Allowance for expected credit losses of $29 and $22, respectively) | 404 | 337 | |
Other current assets | 231 | 277 | |
Total current assets | 13,145 | 12,206 | |
Property and equipment, net | 822 | 756 | |
Operating lease assets | 496 | 529 | |
Intangible assets, net | 2,057 | 1,812 | |
Goodwill | [1] | 2,887 | 1,895 |
Long-term investments (Includes available-for-sale debt securities: Amortized cost of $225 at December 31, 2020) | 3,175 | 3,759 | |
Other assets, net (Allowance for expected credit losses of $18 and $33, respectively) | 1,059 | 917 | |
Total assets | 23,641 | 21,874 | |
Current liabilities: | |||
Accounts payable | 1,586 | 735 | |
Accrued expenses and other current liabilities | 1,765 | 1,382 | |
Deferred merchant bookings | 906 | 323 | |
Short-term debt | 1,989 | 985 | |
Total current liabilities | 6,246 | 3,425 | |
Deferred income taxes | 905 | 1,127 | |
Operating lease liabilities | 351 | 366 | |
Long-term U.S. transition tax liability | 825 | 923 | |
Other long-term liabilities | 199 | 111 | |
Long-term debt | 8,937 | 11,029 | |
Total liabilities | 17,463 | 16,981 | |
Commitments and contingencies (see Note 16) | |||
Stockholders' equity: | |||
Common stock, $0.008 par value, Authorized shares: 1,000,000,000 Issued shares: 63,584,444 and 63,406,451, respectively | 0 | 0 | |
Treasury stock, 22,518,391 and 22,446,897 shares, respectively | (24,290) | (24,128) | |
Additional paid-in capital | 6,159 | 5,851 | |
Retained earnings | 24,453 | 23,288 | |
Accumulated other comprehensive loss | (144) | (118) | |
Total stockholders' equity | 6,178 | 4,893 | |
Total liabilities and stockholders' equity | $ 23,641 | $ 21,874 | |
[1] | The balance of goodwill as of December 31, 2021 and 2020 is stated net of cumulative impairment charges of $2.0 billion. |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Amortized cost of available-for-sale debt securities, current | $ 25 | $ 500 |
Accounts receivable, net, allowance for expected credit losses, current | 101 | 166 |
Prepaid expenses, net, allowance for expected credit losses, current | 29 | 22 |
Amortized cost of available-for-sale debt securities, noncurrent | 225 | |
Other assets, net, allowance for expected credit losses, noncurrent | $ 18 | $ 33 |
Common stock, par value (in dollars per share) | $ 0.008 | $ 0.008 |
Common stock, authorized shares (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 63,584,444 | 63,406,451 |
Treasury stock, shares (in shares) | 22,518,391 | 22,446,897 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenues | $ 10,958 | $ 6,796 | $ 15,066 |
Operating expenses: | |||
Marketing expenses | 3,801 | 2,179 | 4,967 |
Sales and other expenses | 881 | 755 | 955 |
Personnel, including stock-based compensation of $370, $233, and $308, respectively | 2,314 | 1,944 | 2,248 |
General and administrative | 620 | 581 | 797 |
Information technology | 412 | 299 | 285 |
Depreciation and amortization | 421 | 458 | 469 |
Restructuring and other exit costs | 13 | 149 | 0 |
Impairment of goodwill | 0 | 1,062 | 0 |
Total operating expenses | 8,462 | 7,427 | 9,721 |
Operating income (loss) | 2,496 | (631) | 5,345 |
Interest expense | (334) | (356) | (266) |
Other income (expense), net | (697) | 1,554 | 879 |
Income before income taxes | 1,465 | 567 | 5,958 |
Income tax expense | 300 | 508 | 1,093 |
Net income | $ 1,165 | $ 59 | $ 4,865 |
Net income applicable to common stockholders per basic common share | $ 28.39 | $ 1.45 | $ 112.93 |
Weighted-average number of basic common shares outstanding (in shares) | 41,042 | 40,974 | 43,082 |
Net income applicable to common stockholders per diluted common share | $ 28.17 | $ 1.44 | $ 111.82 |
Weighted-average number of diluted common shares outstanding (in shares) | 41,362 | 41,160 | 43,509 |
Agency revenues | |||
Total revenues | $ 6,663 | $ 4,314 | $ 10,117 |
Merchant revenues | |||
Total revenues | 3,696 | 2,117 | 3,830 |
Advertising and other revenues | |||
Total revenues | $ 599 | $ 365 | $ 1,119 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Personnel Expenses | |||
Stock-based compensation | $ 370 | $ 233 | $ 308 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 1,165 | $ 59 | $ 4,865 |
Other comprehensive (loss) income, net of tax | |||
Foreign currency translation adjustments | (57) | 50 | (10) |
Net unrealized gains on available-for-sale securities | 31 | 23 | 135 |
Total other comprehensive (loss) income, net of tax | (26) | 73 | 125 |
Comprehensive income | $ 1,139 | $ 132 | $ 4,990 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Millions | Total | Cumulative effect of adoption of accounting standards updates | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsCumulative effect of adoption of accounting standards updates | Accumulated Other Comprehensive Loss |
Balance (in shares) at Dec. 31, 2018 | 62,949 | (17,317) | ||||||
Balance, beginning of period at Dec. 31, 2018 | $ 8,785 | $ 0 | $ (14,711) | $ 5,445 | $ 18,367 | $ (316) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 4,865 | 4,865 | ||||||
Foreign currency translation adjustments, net of tax | (10) | (10) | ||||||
Net unrealized gains on available-for-sale securities, net of tax | 135 | 135 | ||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 230 | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 3 | $ 0 | 3 | |||||
Repurchase of common stock (in shares) | (4,445) | (4,445) | ||||||
Repurchase of common stock | $ (8,153) | $ (8,153) | ||||||
Stock-based compensation and other stock-based payments | 308 | 308 | ||||||
Balance (in shares) at Dec. 31, 2019 | 63,179 | (21,762) | ||||||
Balance, end of period at Dec. 31, 2019 | 5,933 | $ (3) | $ 0 | $ (22,864) | 5,756 | 23,232 | $ (3) | (191) |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 59 | 59 | ||||||
Foreign currency translation adjustments, net of tax | 50 | 50 | ||||||
Net unrealized gains on available-for-sale securities, net of tax | 23 | 23 | ||||||
Issuance of convertible senior notes | 96 | 96 | ||||||
Conversion of debt | (245) | (245) | ||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 227 | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 6 | $ 0 | 6 | |||||
Repurchase of common stock (in shares) | (685) | (685) | ||||||
Repurchase of common stock | $ (1,264) | $ (1,264) | ||||||
Stock-based compensation and other stock-based payments | 238 | 238 | ||||||
Balance (in shares) at Dec. 31, 2020 | 63,406 | (22,447) | ||||||
Balance, end of period at Dec. 31, 2020 | 4,893 | $ 0 | $ (24,128) | 5,851 | 23,288 | (118) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 1,165 | 1,165 | ||||||
Foreign currency translation adjustments, net of tax | (57) | (57) | ||||||
Net unrealized gains on available-for-sale securities, net of tax | 31 | 31 | ||||||
Conversion of debt | (86) | (86) | ||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 178 | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 5 | $ 0 | 5 | |||||
Repurchase of common stock (in shares) | (71) | (71) | ||||||
Repurchase of common stock | $ (162) | $ (162) | ||||||
Stock-based compensation and other stock-based payments | 389 | 389 | ||||||
Balance (in shares) at Dec. 31, 2021 | 63,584 | (22,518) | ||||||
Balance, end of period at Dec. 31, 2021 | $ 6,178 | $ 0 | $ (24,290) | $ 6,159 | $ 24,453 | $ (144) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
OPERATING ACTIVITIES: | ||||
Net income | $ 1,165 | $ 59 | $ 4,865 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 421 | 458 | 469 | |
Provision for expected credit losses and chargebacks | 109 | 319 | 138 | |
Deferred income tax (benefit) expense | (445) | 213 | 122 | |
Net losses (gains) on equity securities | [1] | 569 | (1,813) | (745) |
Stock-based compensation expense and other stock-based payments | 376 | 255 | 325 | |
Operating lease amortization | 178 | 184 | 172 | |
Amortization of debt discount and debt issuance costs | 54 | 64 | 58 | |
Unrealized foreign currency transaction (gains) losses related to Euro-denominated debt | (135) | 200 | (7) | |
Impairment of goodwill | 0 | 1,062 | 0 | |
Impairment of investment | [1] | 0 | 100 | 0 |
Loss on early extinguishment of debt | [2] | 242 | 0 | 0 |
Other | 17 | 4 | 9 | |
Changes in assets and liabilities, net of effects of acquisitions: | ||||
Accounts receivable | (1,002) | 891 | (323) | |
Prepaid expenses and other current assets | 6 | 161 | (263) | |
Deferred merchant bookings and other current liabilities | 1,539 | (2,266) | 480 | |
Long-term assets and liabilities | (274) | 194 | (435) | |
Net cash provided by operating activities | 2,820 | 85 | 4,865 | |
INVESTING ACTIVITIES: | ||||
Purchase of investments | (17) | (74) | (672) | |
Proceeds from sale and maturity of investments | 508 | 2,997 | 8,099 | |
Additions to property and equipment | (304) | (286) | (368) | |
Acquisitions and other investments, net of cash acquired | (1,185) | 0 | (9) | |
Net cash (used in) provided by investing activities | (998) | 2,637 | 7,050 | |
FINANCING ACTIVITIES: | ||||
Proceeds from revolving credit facility and short-term borrowings | 0 | 0 | 400 | |
Repayments of revolving credit facility and short-term borrowings | 0 | 0 | (425) | |
Proceeds from the issuance of long-term debt | 2,015 | 4,108 | 0 | |
Payments for redemption and conversion of debt | (3,068) | (1,244) | 0 | |
Payments for repurchase of common stock | (163) | (1,303) | (8,187) | |
Other financing activities | (23) | (33) | (8) | |
Net cash (used in) provided by financing activities | (1,239) | 1,528 | (8,220) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (13) | 0 | (8) | |
Net increase in cash and cash equivalents and restricted cash and cash equivalents | 570 | 4,250 | 3,687 | |
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period | 10,582 | 6,332 | 2,645 | |
Total cash and cash equivalents and restricted cash and cash equivalents, end of period | 11,152 | 10,582 | 6,332 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid during the period for income taxes (see Note 15) | 735 | 319 | 1,074 | |
Cash paid during the period for interest | $ 318 | $ 278 | $ 221 | |
[1] | See Note 5 for additional information related to the net (losses) gains on equity securities and impairment of investment. | |||
[2] | See Note 12 for additional information related to the loss on early extinguishment of debt. |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS DESCRIPTION | BUSINESS DESCRIPTION Booking Holdings Inc. ("Booking Holdings" or the "Company") seeks to make it easier for everyone to experience the world by providing consumers, travel service providers, and restaurants with leading travel and restaurant online reservation and related services. The Company offers its services through six primary consumer-facing brands: Booking.com, Priceline, agoda, Rentalcars.com, KAYAK, and OpenTable, which allow consumers to: book a broad array of accommodations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels, and other alternative and traditional accommodations properties) and a flight to their destinations; make a car rental reservation or arrange for an airport taxi; make a dinner reservation; or book a vacation package, tour, activity, or cruise. Consumers can also use the Company's meta-search services to easily compare travel reservation information, such as flight, hotel, and rental car reservations from hundreds of online travel platforms at once. In addition, the Company offers other services to consumers, travel service providers and restaurants, such as travel-related insurance products and restaurant management services. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company's 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. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ significantly from those estimates. The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, the valuation of goodwill and other long-lived tangible and intangible assets, the valuation of investments in private companies, income taxes, contingencies, stock-based compensation, the allowance for expected credit losses (also referred to as allowance for doubtful accounts), chargeback provisions and the accrual of obligations for loyalty and other incentive programs. Impact of COVID-19 In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic"), as well as subsequent outbreaks driven by new variants of COVID-19, g overnments and businesses around the world have implemented, and continue to implement, a variety of restricted 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 workforce, operations 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. In 2020, given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company's travel service provider and restaurant customers and marketing affiliates, the Company increased its provision for expected credit losses (also referred to as provision for bad debts or provision for uncollectible accounts) on receivables from and prepayments to its travel service provider and restaurant customers and marketing affiliates (see Note 7). Moreover, due to the high level of cancellations of existing reservations, the Company incurred higher than normal cash outlays to refund consumers for prepaid reservations, including certain situations where the Company had already transferred the prepayment to the travel service provider (see Note 3). In 2021, based on its review of recent historical credit loss experience and stability in the economic conditions in certain markets, the Company revised its estimates of expected credit losses (see Note 7). Any significant increase in the Company’s provision for expected credit losses and any significant increase in cash outlays to refund consumers would have a corresponding adverse effect on the Company's results of operations and related cash flows. As a result of the deterioration of the Company’s business due to the COVID-19 pandemic, the Company recorded significant goodwill impairment charges in 2020 (see Note 11). In addition, the Company recorded a significant impairment charge in 2020 for one of the Company's long-term investments (see Notes 5 and 6). Even though no additional impairment indicators were identified as of December 31, 2021, it is possible that the Company may have to record additional significant impairment charges in future periods. See Note 12 for additional information about the Company’s existing debt arrangements, including 1.7 billion Euros of debt issued in March 2021, payment of $2.0 billion in April 2021 to redeem certain Senior Notes issued in April 2020 and payment of $1.1 billion to satisfy the aggregate principal amount and the conversion premium in excess of the principal amount of the Convertible Senior Notes due September 2021. The Company’s continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, the Company’s ability to meet debt covenant requirements, the Company’s operating performance, and the Company's credit ratings. There is no guarantee that additional debt financing will be available in the future to fund the Company’s obligations, or that it will be available on commercially reasonable terms, in which case the Company may need to seek other sources of funding. Even though there have been some 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. If the travel and restaurant industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to the Company’s operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers. In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic, during the year ended December 31, 2020, the Company took actions to reduce the size of its workforce to optimize efficiency and reduce costs. See Note 20 for additional information. The Company also participated in certain governmental assistance programs and received certain grants and other assistance. In June 2021, the Company announced its intention to voluntarily return the government assistance received and completed the repayments by December 2021. The Company repaid $107 million during the year ended December 31, 2021. See Note 21 for additional information. Reclassification Certain amounts from prior periods have been reclassified to conform to the current year presentation. Fair Value of Financial Instruments The Company's financial instruments, including cash, restricted cash, accounts payable, accrued expenses, and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments. 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 Notes 5, 6, and 12 for information related to fair value for investments, derivatives, and the Company's outstanding senior notes. Cash and Cash Equivalents Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. Cash equivalents are recognized based on settlement date. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents are restricted through legal contracts or regulations. Restricted cash and cash equivalents at December 31, 2021, 2020, and 2019 principally relates 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 amount shown in the Consolidated Statements of Cash Flows (in millions): December 31, 2021 2020 2019 As included in the Consolidated Balance Sheets: Cash and cash equivalents $ 11,127 $ 10,562 $ 6,312 Restricted cash and cash equivalents included in "Other current assets" 25 20 20 Total cash and cash equivalents and restricted cash and cash equivalents as $ 11,152 $ 10,582 $ 6,332 Investments Investments held by the Company include debt securities and equity securities. Investments in debt or equity securities that include embedded features, such as conversion or redemption features, are analyzed by the Company to determine if these features are embedded derivatives that require separate accounting treatment. Payments made for investments are reported in "Purchase of investments" and proceeds received from sales or maturities of investments are reported in "Proceeds from sale and maturity of investments" in the Consolidated Statements of Cash Flows. Debt Securities The Company has classified its investments in debt securities as available-for-sale securities. Preferred stock that is either mandatorily redeemable or redeemable at the option of the investor is considered a debt security for accounting purposes. These securities are reported at estimated fair value with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. For periods prior to January 1, 2020, investments in debt securities were considered to be impaired when a decline in fair value was judged to be other than temporary because the Company either intended to sell or it was more-likely-than not that it would be required to sell the impaired security before recovery. Once a decline in fair value was determined to be other than temporary, an impairment charge was recorded and a new cost basis in the investment was established. If the Company did not intend to sell the debt security, but it was probable that the Company would not collect all amounts due, then only the impairment due to the credit risk would be recognized in net income and the remaining amount of the impairment would be recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. On January 1, 2020, the Company adopted the accounting standards update on the measurement of credit losses on financial instruments. Under the current accounting standard, if the amortized cost basis of an available-for-sale security exceeds its fair value and if the Company has the intention to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the Consolidated Statements of Operations. If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for expected credit losses along with the related expense in the Consolidated Statements of Operations. The allowance is measured as the amount by which the debt security’s amortized cost basis exceeds the Company’s best estimate of the present value of cash flows expected to be collected. The fair value of these investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Unobservable inputs are also used when little or no market data is available. See Note 6 for information related to fair value measurements. The Company's investments in marketable debt securities are recognized based on the trade date. The marketable debt securities generally have a term of less than five years and are assessed for classification in the Consolidated Balance Sheets as short-term or long-term at the individual security level. Classification as short-term or long-term is based on the maturities of the securities, as applicable, and the Company's expectations regarding the timing of sales and redemptions. Investments of a strategic nature that have been made for the purpose of affiliation or potential business advantage or in connection with a commercial relationship are included in "Long-term investments" in the Consolidated Balance Sheets, except in situations where the Company expects the investment to be realized in cash, redeemed or sold within one year. The cost of marketable debt securities sold is determined using a first-in and first-out method. Equity Securities Equity securities are reported as "Long-term investments" in the Consolidated Balance Sheets and include equity investments with readily determinable fair values and equity investments without readily determinable fair values. Equity investments with readily determinable fair values are reported at estimated fair value with changes in fair value recognized in "Other income (expense), net" in the Consolidated Statements of Operations. The Company holds investments in equity securities of private companies, over which the Company does not have the ability to exercise significant influence or control. These investments, which do not have 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. See Notes 5 and 6 for further information related to investments. Accounts Receivable from Customers and Allowance for Expected Credit Losses For periods prior to January 1, 2020, receivables from customers were recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends, and other factors that may affect the Company's ability to collect from customers. On January 1, 2020, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets. The Company has identified the relevant risk characteristics of its customers and the related receivables and prepayments, which include the following: size, type (alternative accommodations vs. hotels) or geographic location of the customer, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, the nature of competition, and industry-specific factors that could impact the Company's receivables. Additionally, external data and macroeconomic factors are considered. This is assessed at each quarter based on the Company’s specific facts and circumstances. See Note 7 for additional information. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the term of the lease related to leasehold improvements, whichever is shorter. Building Construction-in-progress Building construction-in-progress is associated with the construction of Booking.com's future headquarters in the Netherlands and is included in "Property and equipment, net" in the Consolidated Balance Sheets. Depreciation of the building and its related components will commence once it is ready for the Company’s use. Website and Internal-use Software Capitalization Acquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces, and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Cloud Computing Arrangements The Company utilizes various third-party computer systems and third-party service providers, including global distribution systems ("GDSs") and computerized central reservation systems of the accommodation, rental car, and airline industries in connection with providing some of its services. The Company uses both internally-developed systems and third-party systems to operate its services, including transaction processing, order management, and financial and accounting systems. Implementation costs incurred in a hosting arrangement that is a service contract are capitalized and amortized over the term of the hosting arrangement. The capitalized implementation costs are reported as "Prepaid expenses, net" or "Other assets, net" in the Company's Consolidated Balance Sheets, as appropriate. The related amortization expenses are reported as "Information technology" in the Company's Consolidated Statements of Operations. Leases The Company determines if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or finance lease and records a lease asset and a lease liability upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The Company has operating leases for office space, data centers, and land for Booking.com's future headquarters. For office space, data centers, and land, the Company has elected to combine the fixed payments to lease the asset and any fixed non-lease payments (such as maintenance or utility charges) when determining its lease payments. The Company uses its incremental borrowing rate as its discount rate to determine the present value of its remaining lease payments to calculate its lease assets and lease liabilities because the rate implicit in the lease is not readily determinable. The incremental borrowing rate approximates the rate the Company would pay to borrow in the currency of the lease payments on a collateralized basis for the weighted-average life of the lease. Operating lease assets also include any prepaid lease payments and lease incentives received prior to lease commencement. The Company recognizes lease expense on a straight-line basis over the lease term. Certain of the Company's lease agreements include rent payments which are adjusted periodically for inflation. Any change in payments due to changes in inflation rates are recognized as variable lease expense as they are incurred. Variable lease expense also includes costs for property taxes, insurance, and services provided by the lessor which are charged based on usage or performance (such as maintenance or utility charges). Most leases have one or more options to renew, with renewal terms that can extend the initial lease term for various periods up to nine years. The exercise of renewal options for office space and data centers is at the Company’s discretion and are included if they are reasonably certain to be exercised. The land lease for Booking.com's future headquarters has an initial term which expires in 2065, at which time the lease payments will be adjusted based on the value of the land on the reassessment date. The Company considered the initial term of the land lease to be its expected period of use. "Operating lease assets" in the Consolidated Balance Sheets includes the land-use rights related to payment in 2016 for the land lease for Booking.com's future headquarters as described above. The land-use rights are amortized on a straight-line basis over its expected period of use. This expense is recorded as lease expense in "General and administrative" expense in the Consolidated Statements of Operations. See Notes 16 for further information. Goodwill The Company accounts for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is not subject to amortization and is tested 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 a reporting unit level. The fair value of the reporting unit is compared to its carrying value, including goodwill. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples of comparable publicly traded companies) and based on market participant assumptions. For periods prior to January 1, 2020, an impairment was recorded to the extent that the implied fair value of goodwill was less than the carrying value of goodwill. The Company adopted the accounting standards update on goodwill impairment in the first quarter of 2020, under which a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. See Note 11 for further information. Impairment of Long-lived Assets The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group. The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants. Foreign Currency Translation The functional currency of the Company's subsidiaries is generally the respective local currency. For operations outside of the U.S., 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 Company's Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations. Derivatives Derivatives not Designated as Hedges As a result of the Company's operations outside of the U.S., it is exposed to various market risks that may affect its consolidated results of operations, cash flows, and financial position. These market risks include, but are not limited to, fluctuations in foreign currency exchange rates. For the Company's operations outside of the U.S., the primary foreign currency exposures are in Euros and British Pounds Sterling, in which the Company conducts a significant portion of its business activities. As a result, the Company faces exposure to adverse movements in foreign currency exchange rates as the financial results of its operations outside of the U.S. are translated from local currencies into U.S. Dollars upon consolidation. Additionally, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency of an entity result in gains and losses that are reflected in net income. The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its operations outside of the U.S. into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply. These contracts are generally short-term in duration. Certain of the Company's derivative instruments have master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations. The Company regularly reviews its credit exposure and assesses the creditworthiness of its counterparties. The Company reports the fair value 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. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair value of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. See Note 6 for further information related to these derivative instruments. Derivatives Designated as Cash Flow Hedges See Note 6 for information related to derivatives designated as cash flow hedges. Derivatives Designated as Net Investment Hedges The Company, from time to time in the past, has utilized derivative instruments to hedge the impact of changes in foreign currency exchange rates on the net assets of its foreign subsidiaries. These derivative instruments were designated as net investment hedges. Hedge ineffectiveness was assessed and measured based on changes in forward exchange rates. The Company recorded gains and losses on these derivative instruments as foreign currency translation adjustments, which offset a portion of the foreign currency translation adjustments related to the foreign subsidiaries' net assets. Gains and losses on these derivative instruments were recognized in the Consolidated Balance Sheets in "Accumulated other comprehensive loss" and will be realized upon a partial sale or liquidation of the investment. Non-derivative Instrument Designated as Net Investment Hedge The foreign currency transaction gains or losses on the Company's Euro-denominated debt are measured based upon changes in spot rates. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statements of Operations. See Notes 12 and 14 for further information related to the net investment hedge. Revenue Recognition Online travel reservation services Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel service providers through the Company’s platforms. While the Company generally refers to a consumer that books travel reservation services on the Company's platforms as its customer, for accounting purposes, the Company's customers are the travel service providers and, in certain merchant transactions, the travelers. The Company's contracts with travel service providers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to the Company. Therefore, the Company's revenues are presented on a net basis in the Consolidated Statements of Operations. These contracts include payment terms and establish the consideration to which the Company is entitled, which includes either a commission or a margin on the travel transaction. Revenue is measured based on the expected consideration specified in the contract with the travel service provider, considering the effects of sales incentives, "no show" cancellations (where the traveler has not cancelled the reservation but does not arrive on the scheduled reservation date) and "late" cancellations (where the travel service provider accepts a cancellation after its cancellation cut-off date). Estimates for cancellations and sales incentives are based on historical experience and current trends. Coupons are recorded as a reduction of the transaction price, generally at the time they are redeemed. The local occupancy taxes, general excise taxes, value-added taxes, sales taxes, and other similar taxes ("travel transaction taxes"), if any, collected from travelers are reported on a net basis in revenues in the Consolidated Statements of Operations. Revenues for online travel reservation services are recognized at a point in time when the Company has completed its post-booking services and the travelers begin using the arranged travel services. These services are classified into two categories: • Agency revenues are derived from travel-related transactions where the Company does not facilitate payments from travelers for the services provided. The Company invoices the travel service providers for its commissions in the month that travel is completed. Agency revenues consist almost entirely of travel reservation commissions from the Company's accommodation, rental car, and airline reservation services. Substantially all of the Company's agency revenue is from Booking.com agency accommodation reservations. • Merchant revenues are derived from travel-related transactions where the Company facilitates payments from travelers for the services provided, generally at the time of booking. Merchant revenues are derived from transactions where travelers book accommodation, rental car, and airline reservations. The Company records cash collected from travelers, which includes the amounts owed to the travel service providers and the Company’s commission or margin and fees, as deferred merchant bookings until the arranged travel service begins. Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with the Company's merchant reservations services; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues. Advertising and Other Revenues Advertising and other revenues are primarily recognized by KAYAK and OpenTable. KAYAK recognizes advertising revenue primarily by sending referrals to online travel companies ("OTCs") and travel service providers and from advertising placements on its platforms. Revenue related to referrals is recognized when a consumer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a consumer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes revenues for reservation fees when diners are seated through its online restaurant reservation service and subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided. Accrued Liabilities for Loyalty and Other Incentive Programs See Note 3 for information related to accrued liabilities for loyalty and other incentive programs. Deferred Revenue See Note 3 for information related to deferred revenue. Advertising Expenses Marketing Expenses The Company's advertising expenses are reported in "Marketing expenses" in the Consolidated Statements of Operations. Marketing expenses consist of performance marketing expenses a |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue Revenue by Type of Service Approximately 87%, 88%, and 87% of the Company's revenues for each of the years ended December 31, 2021, 2020, and 2019, respectively, relates 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 year. Revenue by Geographic Area See Note 18 for the information related to revenue by geographic area. Deferred Merchant Bookings and Deferred Revenue 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 the travel service providers as well as the Company's estimated deferred revenue for its commission or margin and fees. At December 31, 2021 and 2020, deferred merchant bookings included deferred revenue for online travel reservation services of $148 million and $50 million, respectively. The amounts are subject to refunds for cancellations. The Company expects to complete its performance obligations generally within one year from the reservation date. During the year ended December 31, 2021, the Company recognized revenues of $35 million from the deferred revenue balance as of December 31, 2020. The increase in the deferred revenue balance for the year ended December 31, 2021 is principally driven by payments received from travelers, net of amounts estimated to be payable to travel service providers, for online travel reservations in the current period. Loyalty and Other Incentive Programs The Company provides loyalty programs, such as OpenTable's loyalty program, where participating consumers are awarded loyalty points on current transactions that can be redeemed in the future. At December 31, 2021 and 2020, liabilities for loyalty program incentives of $13 million and $21 million, respectively, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. The estimated fair value of the loyalty points that are expected to be redeemed is recognized as a reduction of revenue at the time the incentives are granted. In 2020, the Company recorded a decrease of $28 million to the liability, primarily due to changes in estimates of the number of loyalty points expected to be redeemed prior to expiration under OpenTable's loyalty program, with a corresponding increase to revenue. In addition to the loyalty programs, at December 31, 2021 and 2020 , liabilities of $58 million and $60 million, respectively, for other incentive programs, such as referral bonuses, rebates, credits, and discounts, including for Booking.com's back-to-travel campaigns, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. During 2020, the Company offered additional rebates to customers meeting certain eligibility requirements under an incentive program at Booking.com. The eligibility requirements include the customer's enrollment in Booking.com's Genius Program (program features include special discounts offered by customers to frequent travelers) and Preferred Partner Program (program features include greater visibility for customers in search results for payment of higher commission) and timely payment of invoices. The additional rebates resulted in a reduction of revenue of $100 million during the year ended December 31, 2020 and a liability of $25 million at December 31, 2020. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company's 1999 Omnibus Plan, as amended and restated effective June 3, 2021, (the "1999 Plan") is the primary stock compensation plan from which broad-based employee, non-employee director, and consultant equity awards may be made. At December 31, 2021, there were 1,439,400 shares of common stock available for future grant under the 1999 Plan. In addition, under plans assumed in connection with various acquisitions, there were 40,933 shares of common stock available for future grant at December 31, 2021. Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units, and stock options. Performance share units and restricted stock units are payable in shares of the Company's common stock upon vesting. The Company issues shares of its common stock upon the exercise of stock options. The tax benefit related to stock-based compensation was $37 million, $30 million, and $38 million for the years ended December 31, 2021, 2020, and 2019, respectively. Due to the impact of the COVID-19 pandemic (see Note 2), there was a significant decline, as of March 31, 2020, in the estimated performance over the performance periods against the performance targets and consequently, a significant reduction in the number of shares that were probable to be issued as compared to December 31, 2019. As a result, for the three months ended March 31, 2020, the Company recognized a reduction in stock-based compensation expense of $73 million, which is included in "Personnel" expense in the Consolidated Statement of Operations for the year ended December 31, 2020. During the three months ended June 30, 20 20, considering pre-COVID-19 performance and the significant effect of the COVID-19 pandemic on Company performance and consequently on the number of shares that were probable to be issued to employees, the Company modified the performance-based awards granted in 2018 (other than the performance-based awards granted to executive officers and certain other employees) to fix the number of shares to be issued, subject to other vesting conditions. As a result, the Company incurred additional stock-based compensation expense of $11 million, which was recognized over the remaining requisite service period. In 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 the aggregate, resulted in additional stock-based compensation expense of $40 million, which is recognized over the remaining requisite service periods for the performance-based awards. Restricted stock units and performance share units granted by the Company during the years ended December 31, 2021, 2020, and 2019 had an aggregate grant-date fair value of $421 million, $392 million, and $380 million, respectively. Restricted stock units and performance share units that vested during the years ended December 31, 2021, 2020, and 2019 had an aggregate fair value at vesting of $395 million, $358 million, and $373 million, respectively. At December 31, 2021, there was $440 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 1.8 years. Stock options granted by the Company during the year ended December 31, 2020 had an aggregate grant-date fair value of $79 million. At December 31, 2021, there was $27 million of estimated total future stock-based compensation expense related to unvested stock options to be recognized over a weighted-average period of 1.2 years. Restricted Stock Units The Company makes broad-based grants of restricted stock units that generally vest during a period of one three The following table summarizes the activity of restricted stock units for employees and non-employee directors during the year ended December 31, 2021: Restricted Stock Units Shares Weighted-average Grant-date Fair Value Unvested at December 31, 2020 305,959 $ 1,697 Granted 142,149 $ 2,282 Vested (118,675) $ 1,801 Forfeited (47,509) $ 1,902 Unvested at December 31, 2021 281,924 $ 1,914 Performance Share Units The Company grants performance share units to executives and certain other employees, which generally vest at the end of a three one two The following table summarizes the activity of performance share units for employees during the year ended December 31, 2021: Performance Share Units Shares Weighted-average Grant-date Fair Value Unvested at December 31, 2020 84,478 $ 1,930 Granted (1) 42,173 $ 2,287 Vested (55,426) $ 1,999 Performance Shares Adjustment (2) 44,346 $ 2,125 Forfeited (7,248) $ 1,792 Unvested at December 31, 2021 108,323 $ 2,123 (1) Excludes 12,251 performance share units awarded during the year ended December 31, 2021 for which the grant date under 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) 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 estimated vesting, as of December 31, 2021, of performance share units granted in 2021, 2020, and 2019, net of forfeiture and vesting since the respective grant dates: Performance Share Units, by grant year 2021 (1) 2020 2019 Shares probable to be issued 63,523 11,752 33,048 Shares not subject to the achievement of minimum performance thresholds 28,198 — 33,048 Shares that could be issued if maximum performance thresholds are met 63,523 18,080 61,669 (1) Excludes performance share units awarded during the year ended December 31, 2021 for which the grant date under ASC 718 was not established as disclosed above. Stock Options In 2020, the Company granted stock options to certain employees that vest in March 2023, subject to certain exceptions for terminations other than for "cause," for "good reason," or on account of death or disability. No stock options were granted to the executive officers of the Company. Stock options granted or assumed in acquisitions generally have a term of 10 years from the grant date. The fair value of stock options granted is estimated on the grant date using the Black-Scholes option pricing model and is affected by assumptions regarding a number of complex and subjective variables. The use of an option pricing model requires the use of several assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term. Expected volatility is based on the Company’s historical volatility over the expected term of the option and implied volatility of publicly traded options of the Company’s common stock. The expected term of the options represents the estimated period of time until option exercise. Since the Company has limited historical stock option exercise experience, the Company used the simplified method in estimating the expected term, which is calculated as the average of the sum of the vesting term and the original contractual term of the options. The risk-free interest rate is based on U.S. Treasury zero-coupon issues at the time of grant for the expected term of the option. The following table summarizes the assumptions used to value options granted during the year ended December 31, 2020 using the Black-Scholes options pricing model: Black-Scholes assumptions Risk-free interest rate 0.56 % Expected term in years 6.4 Expected stock price volatility 33.8 % Expected dividend yield 0 % The following table summarizes the activity for stock options during the year ended December 31, 2021: Employee Stock Options Number of Shares Weighted-average Aggregate Weighted-average Remaining Contractual Term (in years) Balance, December 31, 2020 152,746 $ 1,401 $ 126 9.3 Exercised (3,768) $ 1,212 Expired (281) $ 716 Forfeited (12,846) $ 1,411 Balance, December 31, 2021 135,851 $ 1,407 $ 135 8.3 Exercisable at December 31, 2021 836 $ 788 $ 1 1.8 Stock options granted by the Company during the year ended December 31, 2020 had a weighted-average grant-date fair value per option of $485 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS The following table summarizes, by major security type, the Company's investments at December 31, 2021 (in millions): Cost Gross Gross Carrying Value Short-term investments: Debt securities: Trip.com Group convertible debt securities $ 25 $ — $ — $ 25 Long-term investments: Investments in private companies: Equity securities $ 66 $ 259 $ — $ 325 Other long-term investments: Equity securities 1,165 1,990 (305) 2,850 Total $ 1,231 $ 2,249 $ (305) $ 3,175 The following table summarizes, by major security type, the Company's investments at December 31, 2020 (in millions): Cost Gross Gross Carrying Value Short-term investments: Debt securities: Trip.com Group convertible debt securities $ 500 $ 1 $ — $ 501 Long-term investments: Investments in private companies: Debt securities $ 200 $ — $ — $ 200 Equity securities 552 3 (100) 455 Other long-term investments: Debt securities: Trip.com Group convertible debt securities 25 — (1) 24 Equity securities 463 2,617 — 3,080 Total $ 1,240 $ 2,620 $ (101) $ 3,759 Investments in Government and Corporate Debt Securities During the year ended December 31, 2020, the Company realized $2.2 billion in cash from sales and maturities of its investments in government and corporate debt securities. Investments in Trip.com Group At December 31, 2020, the Company had $525 million invested in convertible senior notes issued at par value by Trip.com Group including $25 million six-year convertible senior notes issued in September 2016 and $500 million ten-year convertible senior notes issued in December 2015. The $500 million convertible senior notes included a put option allowing the Company, at its option, to require a prepayment in cash from Trip.com Group at the end of the sixth year of the note. In December 2021, the Company redeemed the investment of $500 million in Trip.com Group's convertible senior notes. During the year ended December 31, 2020, the Company sold its entire investment in Trip.com Group American Depositary Shares ("ADSs"), with a cost basis of $655 million, for $525 million. "Other income (expense), net" in the Consolidated Statements of Operations includes a net realized loss of $201 million and a net unrealized gain of $141 million for the years ended December 31, 2020 and 2019, respectively, related to these ADSs. In May 2020, the Company's May 2015 investment of $250 million in Trip.com Group's convertible senior notes was repaid upon maturity. Investment in Meituan In 2017, the Company invested $450 million in Meituan, the leading e-commerce platform for local services in China. The investment is classified as equity securities with readily determinable fair value. The investment had a fair value of $2.3 billion and $3.1 billion at December 31, 2021 and 2020, respectively, which is included in "Long-term investments" in the Consolidated Balance Sheets. Net unrealized losses of $731 million for the year ended December 31, 2021 and net unrealized gains of $2.0 billion and $602 million for the years ended December 31, 2020 and 2019, respectively, related to this investment, are included in "Other income (expense), net" in the Consolidated Statements of Operations. As of February 22, 2022, the market prices of Meituan's shares decreased by 24% as compared to the market prices on December 31, 2021. Investment in DiDi Global Inc. In 2018, the Company invested $500 million in preferred shares of DiDi Global Inc. ("DiDi"). The investment was classified as equity securities without readily determinable fair values and measured at cost less impairment, if any. The investment was also required to be measured at fair value as of the date of certain observable transactions for the identical or a similar investment issued by DiDi. In June 2021, DiDi announced the pricing of its initial public offering of ADSs, with four ADSs representing one Class A ordinary share, and its ADSs began publicly trading on the New York Stock Exchange. As a result of DiDi's initial public offering, the Company's investment was converted to Class A ordinary shares and classified as equity securities with readily determinable fair values. The investment had a fair value of $195 million at December 31, 2021, which is included in "Long-term investments" in the Company's Consolidated Balance Sheet. The Company recorded unrealized losses of $205 million in "Other income (expense), net" in the Consolidated Statement of Operations for the year ended December 31, 2021. In December 2021, DiDi announced that its board of directors has authorized the initiation of certain corporate actions, including the delisting of its ADSs from the New York Stock Exchange, listing of its class A ordinary shares on the Main Board of the Hong Kong Stock Exchange and obtaining the approval of DiDi's shareholders, as required. As of February 22, 2022, the market prices of DiDi's ADSs decreased by 15% as compared to the market prices on December 31, 2021. During the three months ended March 31, 2020, the Company recognized an impairment charge of $100 million to the investment due to the impact of the COVID-19 pandemic (see Note 2) that resulted in an adjusted carrying value of $400 million at each of March 31, 2020 and December 31, 2020 (see Note 6). Investment in Grab Holdings Limited In 2018, the Company invested $200 million in preferred shares of Grab Holdings Inc. The investment was classified as debt securities for accounting purposes and categorized as available-for-sale, with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. In December 2021, pursuant to a business combination transaction involving Grab Holdings Inc., Grab Holdings Limited (“Grab”) and Altimeter Growth Corp. (the "Grab Transaction"), the 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 connection with the Grab Transaction, the Company entered into a lock-up agreement, which restricts the sale or transfer of certain of the Company's shares in Grab for specified periods. The investment had a fair value of $301 million and $200 million at December 31, 2021 and 2020, respectively, which is included in "Long-term investments" in the Company's Consolidated Balance Sheets. The Company recorded unrealized gains of $101 million in "Other income (expense), net" in the Consolidated Statement of Operations for the year ended December 31, 2021. As of February 22, 2022, the market prices of Grab's shares decreased by 27% as compared to the market prices on December 31, 2021. Investments in Private Companies Equity Securities without Readily Determinable Fair Values The Company had $66 million and $552 million invested in equity securities of private companies at December 31, 2021 and 2020, respectively, including $51 million invested in Yanolja Co., Ltd. ("Yanolja"), at each date. These investments 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. These investments are included in "Long-term investments" in the Company's Consolidated Balance Sheets. The investment balance at December 31, 2020 includes the Company's investment in DiDi, which was reclassified as equity securities with readily determinable fair values as disclosed above. In July 2021, Yanolja announced a new round of funding into the company. The new round of funding and certain other transactions in the equity securities of Yanolja were completed in October 2021. As a result of these observable transactions, the Company recorded an unrealized gain of $255 million in "Other income (expense), net" in the Consolidated Statement of Operations for the year ended December 31, 2021 that resulted in an adjusted carrying value of $306 million at December 31, 2021. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Financial assets and liabilities carried at fair value 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 Level 3 Total Recurring fair value measurements 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: Trip.com Group convertible debt securities — 25 — 25 Long-term investments: Other 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 (1) $ — $ 325 $ — $ 325 (1) During the year ended December 31, 2021, the Company recorded upward adjustments to its investments in equity securities of private companies based on observable price changes in orderly transactions for identical or similar investments of the same issuer (see Note 5). Financial assets and liabilities carried at fair value at December 31, 2020 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 $ 10,208 $ — $ — $ 10,208 Time deposits and certificates of deposit 32 — — 32 Short-term investments: Trip.com Group convertible debt securities — 501 — 501 Long-term investments: Investments in private companies: Debt securities — — 200 200 Other long-term investments: Trip.com Group convertible debt securities — 24 — 24 Equity securities 3,080 — — 3,080 Derivatives: Foreign currency exchange derivatives — 9 — 9 Total assets at fair value $ 13,320 $ 534 $ 200 $ 14,054 LIABILITIES: Foreign currency exchange derivatives $ — $ 7 $ — $ 7 Nonrecurring fair value measurements Investments in equity securities of private companies (1) $ — $ — $ 404 $ 404 Goodwill of the OpenTable and KAYAK reporting unit (2) — — 1,000 1,000 Total nonrecurring fair value measurements $ — $ — $ 1,404 $ 1,404 (1) At March 31, 2020, the investment in DiDi was written down to its estimated fair value of $400 million, resulting in an impairment charge of $100 million (see Note 5). (2) At March 31, 2020, the goodwill of the OpenTable and KAYAK reporting unit was written down to its estimated fair value of $1.5 billion, resulting in an impairment charge of $489 million. At September 30, 2020, th e goodwill was further written down to its estimated fair value of $1.0 billion, resulting in an additional impairment charge of $573 million (see Note 11). 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 Year Ended December 31, 2021 (1) 2020 (2) Balance, beginning of year $ 200 $ 250 Unrealized gains (losses) 265 — Transfers out of Level 3 (465) (50) Balance, end of year $ — $ 200 (1) In December 2021, as a result of the Grab Transaction, the Company’s investment in Grab was reclassified as equity securities with readily determinable fair values (see Note 5) and the aggregate unrealized gains of $265 million was reclassified from "Accumulated other comprehensive loss" in the Consolidated Balance Sheet to "Other income (expense), net" in the Consolidated Statement of Operation for the year ended December 31, 2021 (see Note 14) (2) The Company recognized an unrealized loss of $20 million during the three months ended March 31, 2020 and an unrealized gain of $20 million during the three months ended June 30, 2020 related to the investment in Grab Holdings Inc., which is recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheet. During the year ended December 31, 2020, the Company's investment in Yanolja was reclassified as equity securities without readily determinable fair value due to changes in the redemption features of the preferred shares. Investments See Note 5 for additional information related to the Company's investments. The valuation of investments in Trip.com Group convertible debt securities are considered "Level 2" valuations 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 these investments. 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. During the year ended December 31, 2021, the Company recorded an upward adjustment for its investment in Yanolja using Level 2 inputs (see Note 5). Investments in private companies measured using Level 3 inputs As of December 31, 2020, the Company’s investments measured using Level 3 inputs primarily consisted of preferred stock investments in privately-held companies that were classified as either debt securities or 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 has used 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. In addition, an option-pricing model ("OPM") is utilized to allocate value to the various classes of securities of the investee, including the class owned by the Company. The model includes assumptions around the investees' expected time to liquidity and volatility. The Company's investment in Grab Holdings Inc., which was classified as a debt security for accounting purposes at December 31, 2020, had an aggregate estimated fair value of $200 million at December 31, 2020. The Company measured this investment using Level 3 inputs and management's estimates that incorporated the current market participant expectations of future cash flows considered alongside recent financing transactions of the investee and other relevant information. As a result of the Grab Transaction in 2021, the Company’s investment was converted to Class A ordinary shares of Grab and classified as equity securities with readily determinable fair values (see Note 5). At December 31, 2021, the investment had a fair value of $301 million. For the investment in the equity securities of DiDi, considering the impact of the COVID-19 pandemic (see Note 2), the Company performed an impairment analysis as of March 31, 2020 that resulted in an adjusted carrying value of $400 million at each of March 31, 2020 and December 31, 2020. As a result of DiDi's initial public offering in 2021, the Company's investment was converted to Class A ordinary shares and classified as equity securities with readily determinable fair values (see Note 5). At December 31, 2021, the investment had a fair value of $195 million. The determination of the fair values of investments in private companies, 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, expected length and severity of the impact of the COVID-19 pandemic on the investee and the shape and timing of the subsequent recovery, 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, particularly the assumptions related to the length and severity of the COVID-19 pandemic and the shape and timing of the recovery and the overall impact on the investee’s business, 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 Derivatives not designated as hedges 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 are considered "Level 2" fair value measurements. 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. As of December 31, 2021 and 2020, the Company did not designate any derivatives as hedges for accounting purposes. Gains and losses resulting from changes in the fair values of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and cash flow impacts, if any, are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations. The Company mitigates these risks 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 on its transactional balances denominated in currencies other than the functional currency. The Company does not use derivatives for trading or speculative purposes. The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at December 31, 2021 and 2020 (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 sheet. December 31, 2021 December 31, 2020 Estimated fair value of derivative assets $ 5 $ 9 Estimated fair value of derivative liabilities $ 11 $ 7 Notional amount: Foreign currency purchases $ 840 $ 898 Foreign currency sales $ 1,857 $ 839 The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019 is as follows (in millions): For the Year Ended December 31, 2021 2020 2019 Losses on foreign currency exchange derivatives $ 30 $ 31 $ 19 Derivatives designated as cash flow hedges In March 2021, the Company entered into reverse treasury lock agreements with certain financial institutions, with an aggregate notional amount of $1.8 billion and expiration date of March 31, 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 (the "April 2025 Notes") and the Senior Notes due April 2027 (the "April 2027 Notes") attributable to changes in the underlying U.S. treasury notes' interest rates. The Company designated the reverse treasury lock agreements as cash flow hedges. As of March 31, 2021, th e Company recognized unrealized losses of $15 million in "Accumulated other comprehensive loss" in the Consolidated Balance Sheet. In April 2021, the Company settled the reverse treasury lock agreements for an aggregate amount of $15 million and also redeemed the April 2025 Notes and the April 2027 Notes. The cash flows related to the reverse treasury lock agreements are classified within "Net cash (used in) provided by financing activities" in the Consolidated Statement of Cash Flows. During the three months ended June 30, 2021, the Company reclassified the losses on the cash flow hedges from "Accumulated other comprehensive loss" in the Consolidated Balance Sheet to "Other income (expense), net" in the Consolidated Statem ent of Operations, concurrently with the recognition of the losses upon early extinguishment of the April 2025 Notes and the April 2027 Notes (see Note 12). Other Financial Assets and Liabilities At December 31, 2021 and 2020, the Company's cash consisted of bank deposits. Cash equivalents principally include money market fund investments, time deposits, and certificates of deposit. Other financial assets and liabilities, including restricted cash, accounts payable, accrued expenses, and deferred merchant bookings, are carried at cost which approximates their fair value 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 12 for the estimated fair value of the Company's outstanding senior notes. Goodwill |
ACCOUNTS RECEIVABLE AND OTHER F
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS | ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS Accounts receivable in the Consolidated Balance Sheets at December 31, 2021 and 2020 includes receivables from customers of $1.1 billion and $510 million, respectively, and receivables from third-party payment processors of $310 million and $159 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 $67 million and $107 million at December 31, 2021 and 2020, respectively, which are included in "Prepaid expenses, net," and $18 million and $45 million at December 31, 2021 and 2020, respectively, which is included in "Other assets, net" in the Consolidated Balance Sheets. The amounts mentioned above are stated on a gross basis, before deducting the allowance for expected credit losses. For periods prior to January 1, 2020, receivables from customers were recorded at the original invoiced amounts net of an allowance for doubtful accounts. On January 1, 2020, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets. In 2020, due to the impact of the COVID-19 pandemic (see Note 2), given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company’s travel service provider and restaurant customers and marketing affiliates, the Company increased its provision for expected credit losses on receivables from and prepayments to its customers and marketing affiliates. 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 impact of the COVID-19 pandemic on the business prospects and financial condition of customers and marketing affiliates and the Company’s ability to collect the receivable or recover the prepayment. In 2021, based on its review of recent historical credit loss experience and stability in the economic conditions in certain markets, the Company revised its estimates of expected credit losses. The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): For the Year Ended December 31, 2021 2020 2019 Balance, beginning of year $ 166 $ 49 $ 51 Provision charged to earnings 48 216 69 Write-offs and adjustments (107) (116) (70) Foreign currency translation adjustments (6) 17 (1) Balance, end of year $ 101 $ 166 $ 49 The allowance for expected credit losses on receivables as of December 31, 2021 and 2020 includes a portion of the amounts related to refunds paid or payable to certain travelers without a corresponding estimated expected recovery from the travel service providers. For the years ended December 31, 2021 and 2020, the Company recorded a reduction in revenue of $13 million and $37 million, respectively, for such refunds, which is included in "Provision charged to earnings" in the table above. 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): For the Year Ended December 31, 2021 2020 2019 Balance, beginning of year $ 55 $ 6 $ 10 Provision charged to expense (4) 51 (4) Write-offs and adjustments (5) (2) — Foreign currency translation adjustments 1 — — Balance, end of year $ 47 $ 55 $ 6 |
NET INCOME PER SHARE
NET INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE The Company computes 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. 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 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. Under the treasury stock method, if the conversion prices for the convertible notes exceed the Company's average stock price for the period, the convertible notes generally have no impact on diluted net income per share. The convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method. A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Weighted-average number of basic common shares outstanding 41,042 40,974 43,082 Weighted-average dilutive stock options, restricted stock units and performance share units 209 158 203 Assumed conversion of convertible senior notes 111 28 224 Weighted-average number of diluted common and common equivalent shares outstanding 41,362 41,160 43,509 For the years ended December 31, 2021 and 2020, 12,722 and 124,922 potential common shares, respectively, related to stock options, restricted stock units, and performance share units, as applicable, were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive for the respective year. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net at December 31, 2021 and 2020 consist of the following (in millions): 2021 2020 Estimated Computer equipment $ 728 $ 746 2 to 6 years Capitalized software 742 565 2 to 5 years Leasehold improvements 268 278 1 to 15 years Office equipment, furniture and fixtures 61 63 2 to 8 years Building construction-in-progress 328 257 Total 2,127 1,909 Less: Accumulated depreciation (1,305) (1,153) Property and equipment, net $ 822 $ 756 Depreciation expense was $259 million, $291 million, and $294 million for the years ended December 31, 2021, 2020, and 2019, respectively. Additions to capitalized software during the years ended December 31, 2021, 2020, and 2019 were $191 million, $144 million, and $109 million, respectively. Additional information related to Consolidated Statements of Cash Flows Noncash investing activity related to additions to property and equipment, including stock-based compensation and accrued liabilities, was $51 million, $4 million, and $15 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company has operating leases for office space, data centers, and the land for Booking.com's future headquarters (see Note 16). The Company’s weighted-average discount rate for leases was approximately 2.0% and 2.2% as of December 31, 2021 and 2020, respectively. The weighted-average remaining lease terms were approximately 8.4 years and 8.1 years as of December 31, 2021 and 2020, respectively. The Company recognized the following related to operating leases in its Consolidated Balance Sheets at December 31, 2021 and 2020 (in millions): December 31, Classification in Consolidated Balance Sheets 2021 2020 Operating lease assets Operating lease assets $ 496 $ 529 Lease Liabilities: Current operating lease liabilities Accrued expenses and other current liabilities $ 143 $ 159 Non-current operating lease liabilities Operating lease liabilities 351 366 Total operating lease liabilities $ 494 $ 525 The Company recognized the following related to operating leases in its Consolidated Statements of Operations (in millions): Year Ended December 31, Classification in Consolidated Statements of Operations 2021 2020 2019 Lease expense General and administrative and Information technology $ 185 $ 194 $ 183 Variable lease expense General and administrative and Information technology 46 46 56 Less: Sublease income General and administrative (3) (2) (2) Total lease expense, net of sublease income $ 228 $ 238 $ 237 As of December 31, 2021, the future lease payments for operating leases are as follows (in millions): 2022 $ 151 2023 100 2024 59 2025 49 2026 39 Thereafter 152 Total remaining lease payments $ 550 Less: Imputed interest (56) Total operating lease liabilities $ 494 As of December 31, 2021, the Company has entered into leases that have not yet commenced with future lease payments of approximately $33 million which are not reflected in the table above. These leases will commence in 2022 with lease terms of up to six years and will be recognized upon lease commencement. Supplemental cash flow information related to operating leases is as follows (in millions): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities $ 186 $ 200 $ 189 Operating lease assets obtained in exchange for lease liabilities 162 67 155 "Operating lease amortization" presented in the operating activities section of the Consolidated Statements of Cash Flows reflects the portion of the operating lease expense from the amortization of the operating lease assets. |
GOODWILL, INTANGIBLE ASSETS AND
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS | GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS A substantial portion of the Company's intangible assets and goodwill relates to the acquisitions of OpenTable, KAYAK, and Getaroom. See Note 19 for further information related to the acquisition of Getaroom in December 2021. Goodwill The changes in the balance of goodwill for the years ended December 31, 2021 and 2020 consist of the following (in millions): 2021 2020 Balance, beginning of year $ 1,895 $ 2,913 Acquisitions 1,022 — Impairments — (1,062) Foreign currency translation adjustments (30) 44 Balance, end of year (1) $ 2,887 $ 1,895 (1) The balance of goodwill as of December 31, 2021 and 2020 is stated net of cumulative impairment charges of $2.0 billion . At September 30, 2021, the Company performed its annual goodwill impairment test and concluded that there was no impairment of goodwill. No additional impairment indicators were identified as of December 31, 2021. 2020 Interim Goodwill Impairment Test Due to the significant and negative financial impact of the COVID-19 pandemic (see Note 2), the Company performed an interim period goodwill impairment test at March 31, 2020 and recognized a goodwill impairment charge of $489 million related to the OpenTable and KAYAK reporting unit for the three months ended March 31, 2020, which is not tax-deductible, resulting in an adjusted carrying value of goodwill for OpenTable and KAYAK of $1.5 billion at March 31, 2020. The goodwill impairment was primarily driven by a significant reduction in the forecasted near-term cash flows of OpenTable and KAYAK as well as the significant decline in comparable companies' market values as a result of the COVID-19 pandemic. The estimated fair value of OpenTable and KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and a market approach (applying the recent decline in enterprise values of comparable publicly-traded companies to the recently calculated fair value for OpenTable and KAYAK, as well as applying comparable company multiples). The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. In the cash flow projections, the Company assumed at the time that OpenTable and KAYAK would experience a significant decline in near-term cash flows with a recovery to 2019 levels of financial performance (including profitability) oc curring in 2023. The shape and timing of the recovery was a key assumption in the fair value calculation (both in the income and market approaches). 2020 Annual Goodwill Impairment Test As of September 30, 2020, the Company performed its annual goodwill impairment test and recognized a goodwill impairment charge of $573 million for the OpenTable and KAYAK reporting unit for the three months ended September 30, 2020, which is not tax-deductible, resulting in an adjusted carrying value of goodwill for OpenTable and KAYAK of $1.0 billion at September 30, 2020. The goodwill impairment was primarily driven by a significant reduction in the forecasted cash flows of OpenTable and KAYAK, reflecting a longer assumed recovery period to 2019 levels of profitability, mainly due to the continued material adverse impact of the COVID-19 pandemic, including its impact on the flight vertical at KAYAK, and the lowered outlook for monetization opportunities in restaurant reservation services. The estimated fair value of OpenTable and KAYAK was determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and a market approach (applying comparable company multiples). The income approach estimates fair value utilizing long-term growth rates and discount rates applied to the cash flow projections. The income approach, applied as of September 30, 2020, reflected a reduction in the forecasted cash flows of OpenTable and KAYAK and a longer assumed recovery period to 2019 levels of profitability, driven primarily by a lowered outlook for monetization opportunities in restaurant reservation services and slower than previously expected recovery trends for airline travel, which is a key vertical for KAYAK. For the interim goodwill impairment test at March 31, 2020, the Company expected a recovery to 2019 levels of financial performance occurring in 2023 for OpenTable and KAYAK. Based on the Company's evaluation of all relevant information available as of September 30, 2020 for the annual goodwill impairment test, the Company expected at the time that OpenTable and KAYAK would not return to the 2019 level of profitability within five years from that date, and that it was uncertain whether the shape of the recovery would ultimately match the Company’s expectations. An increase or decrease of one percentage point to the profitability growth rates used in the cash flow projections would have resulted in an increase or decrease of approximately $100 million to the estimated fair value of OpenTable and KAYAK as of September 30, 2020. The discount rate is determined based on t he reporting unit’s estimated weighted-average cost of capital and adjusted to reflect the risks inherent in its cash flows, which requires significant judgments. The discount rate used for the annual goodwill impairment test as of September 30, 2020 was higher than the discount rate used for the interim goodwill impairment test as of March 31, 2020. If the discount rate used in the income approach increases or decreases by 0.5%, the impact to the estimated fair value of OpenTable and KAYAK, at September 30, 2020, would have ranged from a decrease of approximately $65 million to an increase of approximately $70 million. The estimation of fair value reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding OpenTable and KAYAK’s expected growth rates and operating margin, expected length and severity of the impact from the COVID-19 pandemic, the shape and timing of the subsequent recovery, and the competitive environment, 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 the judgments and estimates used to estimate fair value. Future events and changing market conditions may lead the Company to re-evaluate the assumptions reflected in the current forecast disclosed above, particularly the assumptions related to the length and severity of the COVID-19 pandemic and the shape and timing of the subsequent recovery, which may result in a need to recognize an additional goodwill impairment charge that could have a material adverse effect on the Company's results of operations. Intangible Assets and Other Long-lived Assets The Company's intangible assets at December 31, 2021 and 2020 consist of the following (in millions): December 31, 2021 December 31, 2020 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amortization Supply and distribution $ 1,407 $ (591) $ 816 $ 1,136 $ (552) $ 584 3 - 20 years Technology 297 (151) 146 174 (144) 30 2 - 7 years Internet domain names 41 (36) 5 44 (37) 7 5 - 20 years Trade names 1,814 (724) 1,090 1,824 (633) 1,191 4 -20 years Other intangible assets 2 (2) — 2 (2) — Up to 15 years Total intangible assets $ 3,561 $ (1,504) $ 2,057 $ 3,180 $ (1,368) $ 1,812 Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives. Amortization expense was $162 million, $167 million, and $175 million for the years ended December 31, 2021, 2020, and 2019, respectively. The estimate d future annual amortization expense for the Company's intangible assets at December 31, 2021 is as follows (in millions): 2022 $ 224 2023 222 2024 221 2025 215 2026 180 Thereafter 995 $ 2,057 The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Due to the significant and negative financial impact of the COVID-19 pandemic (see Note 2), at March 31, 2020, the Company performed the recoverability test of its long-lived assets and concluded that there was no impairment. At September 30, 2020, for OpenTable and KAYAK, the Company performed the recoverability test of its long-lived assets due to additional impairment indicators and concluded that there was no impairment. At December 31, 2021, no additional impairment indicators were identified for the Company's long-lived assets. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
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. U.S. Dollar-denominated borrowings under the revolving credit facility will bear interest, at the Company’s option, at a rate per annum equal to either (i) the London Inter-bank Offered Rate, or if such London Inter-bank Offered Rate is no longer available, the agreed alternate rate of interest ("LIBOR") (but no less than 0%) for the interest period in effect for such borrowing plus an applicable margin ranging from 0.875% to 1.50%; or (ii) the sum of (x) the greatest of (a) JPMorgan Chase Bank, N.A.'s prime lending rate, (b) the U.S. federal funds rate plus 0.50% and (c) LIBOR (but no less than 0%) for an interest period of one month plus 1.00%, plus (y) an applicable margin ranging from 0% to 0.50%. Following an amendment to the revolving credit facility in December 2021, (i) Euro-denominated borrowings under the revolving credit facility will bear interest at a rate per annum equal to the Euro Interbank Offered Rate ("EURIBOR"), or if EURIBOR is no longer available, the agreed alternate rate of interest (but no less than 0%) for the interest period in effect for such borrowing and (ii) Pounds Sterling-denominated borrowings under the revolving credit facility will bear interest at a rate per annum equal to the Sterling Overnight Index Average ("SONIA"), or if SONIA is no longer available, the agreed alternate rate of interest (but no less than 0%), in each case, plus an applicable margin ranging from 0.875% to 1.50%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.07% to 0.20%. 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 December 31, 2021 and 2020, there were no borrowings outstanding and $4 million of letters of credit issued under this revolving credit facility. Upon entering into this revolving credit facility, the Company terminated its prior $2.0 billion five-year revolving credit facility entered into in June 2015. During the six months ended June 30, 2019, the Company made short-term borrowings under the prior revolving credit facility totaling $400 million with a weighted-average interest rate of 3.5%, which were repaid prior to June 30, 2019. The current revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow thereunder. In 2020, the Company amended the revolving credit facility to (i) suspend the maximum leverage ratio covenant through and including the three months ending March 31, 2022, which was replaced with a $4.5 billion minimum liquidity covenant based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility and (ii) increase the permitted maximum leverage ratio from and including the three months ending June 30, 2022 through and including the three months ending March 31, 2023. The Company agreed not to declare or make any cash distribution and not to repurchase any of its shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless (i) prior to the delivery of financial statements for the three months ending June 30, 2022, it has at least $6.0 billion of liquidity on a pro forma basis, based on unrestricted cash, cash equivalents, short-term investments and unused capacity under this revolving credit facility and (ii) after the delivery of financial statements for the three months ending June 30, 2022, 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. Beginning with the three months ending June 30, 2022, the minimum liquidity covenant will cease to apply and the maximum leverage ratio covenant, as increased, will again be in effect. Outstanding Debt Outstanding debt at December 31, 2021 consists of the following (in millions): December 31, 2021 Outstanding Unamortized Debt Carrying 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 Outstanding debt at December 31, 2020 consists of the following (in millions): December 31, 2020 Outstanding Unamortized Debt Carrying Current liabilities: 0.9% Convertible Senior Notes due September 2021 $ 1,000 $ (15) $ 985 Long-term debt: 0.8% (€1 Billion) Senior Notes due March 2022 $ 1,223 $ (1) $ 1,222 2.15% (€750 Million) Senior Notes due November 2022 919 (4) 915 2.75% Senior Notes due March 2023 500 (1) 499 2.375% (€1 Billion) Senior Notes due September 2024 1,223 (7) 1,216 3.65% Senior Notes due March 2025 500 (2) 498 4.1% Senior Notes due April 2025 1,000 (5) 995 0.75% Convertible Senior Notes due May 2025 863 (128) 735 3.6% Senior Notes due June 2026 1,000 (4) 996 1.8% (€1 Billion) Senior Notes due March 2027 1,223 (2) 1,221 4.5% Senior Notes due April 2027 750 (5) 745 3.55% Senior Notes due March 2028 500 (2) 498 4.625% Senior Notes due April 2030 1,500 (11) 1,489 Total long-term debt $ 11,201 $ (172) $ 11,029 Fair Value of Debt At December 31, 2021 and 2020, the estimated fair value of the outstanding debt was approximately $12.1 billion and $14.0 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. The estimated fair value of the Company's debt in excess of the outstanding principal amount at December 31, 2021 and 2020 primarily relates to the conversion premium on the Convertible Senior Notes and the outstanding Senior Notes due April 2030. Convertible Senior Notes 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. If the Company's convertible debt is redeemed or converted prior to maturity, a gain or loss on extinguishment is recognized. The gain or loss is the difference between the fair value of the debt component immediately prior to extinguishment and its carrying value. To estimate the fair value of the debt at the conversion date, the Company estimates the borrowing rate, considering the credit rating and similar debt of comparable corporate issuers without the conversion feature. Description of Convertible Senior Notes In April 2020, the Company issued $863 million aggregate principal amount of Convertible Senior Notes due 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. At December 31, 2021, the if-converted value of the May 2025 Notes exceeded the aggregate principal amount by $166 million. 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 September 2021 Notes, the Company paid $1.0 billion to satisfy the aggregate principal amount due and an additional $86 million conversion premium in excess of the principal amount. In May 2013, the Company issued $1.0 billion aggregate principal amount of Convertible Senior Notes due June 2020, with an interest rate of 0.35% (the "June 2020 Notes"). In June 2020, in connection with the maturity of the outstanding June 2020 Notes, the Company paid $1.0 billion to satisfy the aggregate principal amount due and an additional $245 million conversion premium in excess of the principal amount. Cash-settled convertible debt, such as the Company's convertible senior notes, is separated into debt and equity components at issuance and each component is assigned a value. The value assigned to the debt component is the estimated fair value, at the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount. Debt discount is amortized using the effective interest rate method over the period from the origination date through the stated maturity date. The Company estimated the borrowing rates at debt origination to be 4.10% for the May 2025 Notes, 3.18% for the September 2021 Notes and 3.13% for the June 2020 Notes, considering its credit rating and similar debt of the Company or comparable corporate issuers without the conversion feature. The yield to maturity was estimated at an at-market coupon priced at par. Debt discount after tax of $100 million ($130 million before tax) related to the May 2025 Notes and $83 million ($143 million before tax) related to the September 2021 Notes less debt issuance costs allocated to the equity component of the respective convertible notes was recorded in "Additional paid-in capital" in the balance sheet at debt origination. Based on the closing price of the Company's common stock for the prescribed measurement periods for the three months ended December 31, 2021 and 2020, the contingent conversion thresholds on the May 2025 Notes were not exceeded and therefore the notes were not convertible. The following table summarizes the interest expenses 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 discount and debt issuance costs is the period until the stated maturity date for the respective debt. For the Year Ended December 31, 2021 2020 2019 Coupon interest expense $ 13 $ 15 $ 12 Amortization of debt discount and debt issuance costs 43 54 50 Total interest expense $ 56 $ 69 $ 62 Weighted-average effective interest rate 3.8 % 3.5 % 3.2 % Other Senior Notes 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 April 2025 Notes and the April 2027 Notes. In March 2021, the Company delivered notices to the holders of the April 2025 Notes and the April 2027 Notes for the redemption, on April 3, 2021, of all the outstanding notes at the respective redemption prices determined as per the indenture governing the Notes, plus accrued and unpaid interest to, but not including the redemption date. 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. In the Consolidated Statement of Operations for the year ended December 31, 2021, the Company recorded a loss, before tax, of $242 million on the early extinguishment of these Senior Notes, being the difference between the carrying value of the Notes and the amount paid for their redemption. Other senior notes, including the Senior Notes issued in March 2021, had a total carrying value of $10.2 billion and $10.3 billion at December 31, 2021 and 2020, 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 information related to other senior notes outstanding at December 31, 2021: Other Senior Notes Date of Issuance Effective Interest Rate (1) Timing of Interest Payments 0.8% Senior Notes due March 2022 March 2017 0.94 % Annually in March 2.15% Senior Notes due November 2022 November 2015 2.27 % Annually in November 2.75% Senior Notes due March 2023 August 2017 2.88 % Semi-annually in March and September 2.375% Senior Notes due September 2024 September 2014 2.54 % Annually in September 3.65% Senior Notes due March 2025 March 2015 3.76 % Semi-annually in March and September 0.1% Senior Notes due March 2025 March 2021 0.30 % Annually in March 3.6% Senior Notes due June 2026 May 2016 3.70 % Semi-annually in June and December 1.8% Senior Notes due March 2027 March 2015 1.86 % Annually in March 3.55% Senior Notes due March 2028 August 2017 3.63 % Semi-annually in March and September 0.5% Senior Notes due March 2028 March 2021 0.63 % Annually in March 4.625% Senior Notes due April 2030 April 2020 4.72 % Semi-annually in April and October (1) Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt. The following table summarizes the interest expenses related to other senior notes (in millions): For the Year Ended December 31, 2021 2020 2019 Coupon interest expense $ 257 $ 264 $ 160 Amortization of debt discount and debt issuance costs 10 9 6 Total interest expense $ 267 $ 273 $ 166 |
TREASURY STOCK
TREASURY STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
TREASURY STOCK | TREASURY STOCK At December 31, 2021 and 2020, the Company had a total remaining authorization of $10.4 billion 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 resumed repurchases in early 2022 under this authorization and, as of February 22, 2022, has repurchased approximately $500 million of the Company's common stock in the first quarter of 2022. The Company expects to complete repurchases under the remaining authorization within the n ext three y ears assuming the travel recovery continues and the Company is able to meet its minimum liquidity covenant under the revolving credit facility. See Note 12 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 years ended December 31, 2021, 2020, and 2019 (in millions, except for shares, which are reflected in thousands): 2021 2020 2019 Shares Amount Shares Amount Shares Amount Authorized stock repurchase programs — $ — 601 $ 1,122 4,358 $ 8,002 General authorization for shares withheld on stock award vesting 71 162 84 142 87 151 Total 71 $ 162 685 $ 1,264 4,445 $ 8,153 Shares repurchased in December and settled in following January — $ — — $ — 19 $ 40 |
CHANGES IN ACCUMULATED OTHER CO
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT | 12 Months Ended |
Dec. 31, 2021 | |
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 table below presents the changes in the balances of accumulated other comprehensive loss ("AOCI") by component for the years ended December 31, 2019, 2020, 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 Balance, December 31, 2018 $ (109) $ 41 $ (73) $ 12 $ (129) $ — $ — $ — $ (157) $ (30) $ (187) $ (316) Other Comprehensive (Loss) Income ("OCI") before reclassifications (77) 13 71 (17) (10) — — — 161 (37) 124 114 Amounts reclassified to net income (4) — — — — — — — — (11) 22 11 11 OCI for the period (77) 13 71 (17) (10) — — — 150 (15) 135 125 Balance, December 31, 2019 $ (186) $ 54 $ (2) $ (5) $ (139) $ — $ — $ — $ (7) $ (45) $ (52) $ (191) OCI before reclassifications 197 (7) (182) 42 50 — — — 6 (1) 5 55 Amounts reclassified to net income (4) — — — — — — — — 4 14 18 18 OCI for the period 197 (7) (182) 42 50 — — — 10 13 23 73 Balance, December 31, 2020 $ 11 $ 47 $ (184) $ 37 $ (89) $ — $ — $ — $ 3 $ (32) $ (29) $ (118) OCI before reclassifications (287) 20 275 (65) (57) (15) 4 (11) 265 (62) 203 135 Amounts reclassified to net income (4) (5) — — — — — 15 (4) 11 (265) 93 (172) (161) OCI for the period (287) 20 275 (65) (57) — — — — 31 31 (26) Balance, December 31, 2021 $ (276) $ 67 $ 91 $ (28) $ (146) $ — $ — $ — $ 3 $ (1) $ 2 $ (144) (1) Relates to the reverse treasury lock agreements entered in March 2021 that were designated as cash flow hedges and settled in April 2021 (see Note 6) . (2) Net investment hedges balance at December 31, 2021 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 Notes 2 and 12). (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 Tax Act. (4) The reclassified net gains (losses) on available-for-sale securities, before tax, are included in "Other income (expense), net" and the reclassified tax (expenses) benefits are included in "Income tax expense" in the Consolidated Statements of Operations. The cost of marketable debt securities sold is determined using a first-in and first-out method. For the year ended December 31, 2021, the reclassified tax expenses include a tax expense of $31 million related to the redemption in December 2021 of the Company's investment of $500 million in Trip.com Group convertible senior notes (see Note 5). For the years ended December 31, 2020 and 2019, the reclassified tax expenses include a tax expense of $15 million and $21 million, related to the maturity in May 2020 of the Company's investment of $250 million in Trip.com Group convertible senior notes and the maturity in August 2019 of the Company's investment of $500 million in Trip.com Group convertible senior notes, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES International pre-tax income was $1.9 billion, $2.6 billion, and $5.7 billion for the years ended December 31, 2021, 2020, and 2019, respectively. U.S. pre-tax loss was $472 million and $2 billion for the years ended December 31, 2021 and 2020, respectively, and U.S. pre-tax income was $213 million for the year ended December 31, 2019. Provision for Income Taxes The income tax expense (benefit) for the year ended December 31, 2021 is as follows (in millions): Current Deferred Total International $ 665 $ (103) $ 562 U.S. Federal 68 (323) (255) U.S. State 12 (19) (7) Total $ 745 $ (445) $ 300 The income tax expense (benefit) for the year ended December 31, 2020 is as follows (in millions): Current Deferred Total International $ 320 $ (62) $ 258 U.S. Federal (9) 296 287 U.S. State (16) (21) (37) Total $ 295 $ 213 $ 508 The income tax expense (benefit) for the year ended December 31, 2019 is as follows (in millions): Current Deferred Total International $ 915 $ (12) $ 903 U.S. Federal 22 166 188 U.S. State 34 (32) 2 Total $ 971 $ 122 $ 1,093 Income tax liabilities of $181 million and $174 million are included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets at December 31, 2021 and 2020, respectively. In the first quarter of 2020, the Company made a prepayment of the Netherlands income taxes of 660 million Euros ($717 million) to earn prepayment discounts. The Company requested a refund of this amount from the Dutch tax authorities and it was received in April 2020. In the first quarter of 2021, the Company prepaid Netherlands income taxes of 149 million Euros ($175 million). U.S. Tax Reform In December 2017, the Tax Act was enacted into law in the United States. The Tax Act made significant changes to U.S. federal tax law, including a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years. In 2018, the Company recorded an income tax benefit of $46 million to adjust its provisional income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability, as well as U.S. state income taxes and international withholding taxes associated with the mandatory deemed repatriation. In addition, the Company recorded an income tax benefit of $2 million in 2018 to adjust the remeasurement of its U.S. deferred tax assets and liabilities due to the reduction of the U.S. federal statutory tax rate that resulted from the Tax Act. In 2019, as a result of additional technical guidance issued by U.S. federal and state tax authorities with respect to the Tax Act, the Company recorded an income tax benefit of $17 million to adjust its income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability, as well as U.S. state income taxes associated with the mandatory deemed repatriation. In 2020, the Company recorded an income tax benefit of $8 million to adjust its income tax expense that was recorded during the year ended December 31, 2017 relating to the federal one-time deemed repatriation liability. This benefit was primarily due to additional tax credits. The Company utilized $108 million of deferred tax assets related to U.S. federal net operating losses ("NOLs") and $115 million of other tax credit carryforwards to reduce its transition tax liability as of December 31, 2021. Under the Tax Act, the Company's future cash generated by the Company's international operations can generally be repatriated without further U.S. federal income tax, but will be subject to U.S. state income taxes and international withholding taxes, which have been accrued by the Company. The Tax Act also introduced in 2018 a tax on 50% of GILTI, which is income determined to be in excess of a specified routine rate of return, and a base erosion and anti-abuse tax ("BEAT") aimed at preventing the erosion of the U.S. tax base. The Company has adopted an accounting policy to treat taxes on GILTI as period costs. Deferred Income Taxes The Company utilized $309 million of its U.S. NOLs to reduce its U.S. federal tax liability for the deemed repatriation tax. After utilization of available NOLs, at December 31, 2021, the Company had U.S. federal NOLs of $267 million, the majority of which do not have an expiration date, and U.S. state NOLs of $536 million, which mainly begin to expire in years December 31, 2032 and forward. In addition, at December 31, 2021, the Company had $700 million of non-U.S. NOLs, and $23 million of U.S. research tax credit and foreign tax credit carryforwards available to reduce future tax liabilities, the majority of which do not have an expiration date. The utilization of these NOLs, allowances, and credits is dependent upon the Company's ability to generate sufficient future taxable income and the tax laws in the jurisdictions where the losses were generated. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion 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 tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2021 and 2020 are as follows (in millions): 2021 2020 Deferred tax assets/(liabilities): Net operating loss carryforward — U.S. $ 88 $ 67 Net operating loss carryforward — International 137 81 Accrued expenses 50 47 Stock-based compensation and other stock based payments 50 40 Foreign currency translation adjustment 48 29 Tax credits 19 9 Euro-denominated debt — 77 Operating lease liabilities 38 43 Property and equipment 95 11 Other 11 — Subtotal - deferred tax assets 536 404 Discount on convertible notes (20) (29) Intangible assets and other (192) (119) Euro-denominated debt (20) — State income tax on accumulated unremitted international earnings (8) (5) Unrealized gains on investments (417) (550) Operating lease assets (37) (38) Installment sale liability (156) (263) Other — (14) Subtotal - deferred tax liabilities (850) (1,018) Valuation allowance on deferred tax assets (37) (58) Net deferred tax liabilities (1) $ (351) $ (672) (1) Includes deferred tax assets of $554 million and $455 million at December 31, 2021 and 2020, respectively, reported in "Other assets, net" in the Consolidated Balance Sheets. The valuation allowance on deferred tax assets at December 31, 2021 includes $26 million related to international operations and $11 million primarily related to certain U.S. federal capital loss carryforwards and Connecticut NOLs. The valuation allowance on deferred tax assets at December 31, 2020 includes $18 million related to international operations and $40 million primarily related to U.S. research credits, capital loss carryforwards, and Connecticut NOLs. The Company does not intend to indefinitely reinvest its international earnings that were subject to U.S. taxation pursuant to the mandatory deemed repatriation or subject to U.S. taxation as GILTI. Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate A significant portion of the Company's taxable earnings is generated in the Netherlands. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 9% ("Innovation Box Tax") for periods beginning on or after January 1, 2021 rather than the Dutch statutory rate of 25%. Previously, the Innovation Box Tax rate was 7%. A portion of Booking.com's earnings during the years ended December 31, 2021, 2020, and 2019 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those years. The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 21% for the years ended December 31, 2021, 2020, and 2019 as a result of the following items (in millions): 2021 2020 2019 Income tax expense at U.S. federal statutory rate $ 308 $ 119 $ 1,251 Adjustment due to: Foreign rate differential 137 55 210 Innovation Box Tax benefit (230) (79) (443) Goodwill impairment — 228 — Stock-based compensation 37 32 23 Federal GILTI 17 73 36 State income tax (benefit) expense (6) (31) 9 Valuation allowance (19) 36 1 Uncertain tax positions 39 64 11 Tax Act - U.S. transition tax benefit and other transition impacts — (8) (17) Other 17 19 12 Income tax expense $ 300 $ 508 $ 1,093 Uncertain Tax Positions The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits (in millions): 2021 2020 2019 Unrecognized tax benefit — January 1 $ 84 $ 56 $ 45 Gross increases — tax positions in current period 14 2 3 Gross increases — tax positions in prior periods 44 48 11 Gross decreases — tax positions in prior periods (19) (11) (3) Reduction due to settlements during the current period (3) (11) — Unrecognized tax benefit — December 31 $ 120 $ 84 $ 56 The increase in unrecognized tax benefits is principally related to transfer pricing, as well as Booking.com’s Italian tax disputes (see Note 16), the majority of which is included in “Other long-term liabilities” in the Consolidated Balance Sheets for the years ended December 31, 2021 and 2020. The remaining unrecognized tax benefits are primarily included in "Other long-term liabilities" and "Other assets, net" in the Consolidated Balance Sheets for the years ended December 31, 2021 and 2020. The unrecognized tax benefits, if recognized, would affect the effective tax rate. The Company does not expect further significant changes in the amount of unrecognized tax benefits during the next twelve months. As of December 31, 2021 and 2020, total gross interest and penalties accrued was $30 million and $31 million, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
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 can also result in fines and the Company had accrued liabilities of 14 million Euros ($16 million) and 18 million Euros ($23 million), for potential fines associated with its contractual parity arrangements, included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets as of December 31, 2021 and 2020, respectively. 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. 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 similar 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 ($403 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 ($80 million), including interest and penalties, for the 2013 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 ($45 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 ($88 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 ($403 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 December 31, 2021 and 2020, 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. In December 2019 and October 2020, the Company initiated court proceedings with respect to certain of the assessments. 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 unrecognized tax benefit in the amount of 50 million Euros ($59 million) was recorded during the year ended December 31, 2020, of which the majority was included as a partial reduction to the tax payment recorded in "Other assets, net" in the Consolidated Balance Sheets at December 31, 2021 and 2020. In December 2020, the French Administrative Court (Conseil d’Etat) delivered a decision in the "ValueClick" case that could have an impact on the outcome in the Company's case. After considering the potential adverse impact of the new decision on the potential outcomes for the Booking.com assessments, the Company currently estimates that the reasonably possible loss related to VAT is approximately 20 million Euros ($22 million). In December 2018 and December 2019, the Italian tax authorities issued assessments on Booking.com's Italian subsidiary for approximately 48 million Euros ($54 million) for the 2013 tax year and 58 million Euros ($66 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 unrecognized tax benefit amount of 4 million Euros ($5 million) was recorded during the year ended December 31, 2020. In March 2021, the Italian authorities issued assessments on Booking.com’s Italian subsidiary for approximately 31 million Euros ($36 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 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 ($130 million) for the periods 2016-2018. The Company intends to submit a request that the 2016-2018 assessment 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 2016-2018, no additional unrecognized tax benefit has been recorded during the year ended December 31, 2021. In December 2019, the Company paid $10 million Euros ($11 million) as a partial prepayment 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 December 31, 2021 and December 31, 2020, 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 unrecognized tax benefits 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 December 31, 2021 and 2020. Similarly, the Company expects to be required to make prepayment deposits or provide bank guarantees of approximately 59 million Euros ($68 million), which is equal to one-third of the interest and taxes for the 2014, 2015, and 2016-2018 assessments to avoid any collection enforcement from the Italian tax authorities pending the MAP proceedings. 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 ($175 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 have issued tax assessments for the years 2012 through 2018 for approximately 813 million Turkish Lira ($61 million), which includes interest and penalties through December 31, 2021. 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. The Company has not recorded a liability in connection with these assessments. In December 2021, the Company paid approximately 118 million Turkish Lira ($9 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 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. From time to time, the Company is involved in other tax-related audits, investigations, or litigation, which relate to income taxes, value-added taxes, travel transaction taxes (e.g., hotel occupancy taxes), sales taxes, employment taxes, etc. Any taxes or other assessments in excess of the Company's current tax provisions, whether in connection with the foregoing or otherwise (including the resolution of any tax proceedings), could have a materially 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 if BPF were to proceed with the litigation. The Company intends to pursue a number of defenses in any 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 any subsequent proceedings. As a result, as of December 31, 2021, 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 December 31, 2021, the maximum loss, not including any potential interest or penalties, would be approximately 289 million Euros ($328 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 December 31, 2021. 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 In September 2016, the Company signed a turnkey agreement to construct an office building for Booking.com's future headquarters in the Netherlands for 270 million Euros ($307 million). Upon signing this agreement, the Company paid 43 million Euros ($48 million) for the acquired land-use rights, which was included, net of amortization, in "Operating lease assets" in the Consolidated Balance Sheets. In addition, since signing the turnkey agreement the Company has made several progress payments principally related to the construction of the building, which are included in "Property and equipment, net" in the Consolidated Balance Sheets. As of December 31, 2021, the Company had a remaining obligation of 15 million Euros ($17 million) related to the turnkey agreement, which will be paid through 2022, when the Company anticipates construction will be complete. In addition to the turnkey agreement, the Company has a remaining obligation at December 31, 2021 to pay 68 million Euros ($77 million) 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 December 31, 2021, the Company had 20 million Euros ($23 million) of outstanding commitments to vendors to fit out and furnish the office space. Lease obligations See Note 10 for information about the Company's lease obligations. Other Contractual Obligations The Company had |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS The Company maintains a defined contribution 401(k) savings plan (the "Plan") covering certain U.S. employees. In connection with acquisitions, effective at the date of such acquisitions, the Company assumed defined contribution plans covering the U.S. employees of the acquired companies. The Company also maintains certain other defined contribution plans outside of the United States for which it provides contributions for participating employees. The Company's matching contributions during the years ended December 31, 2021, 2020, and 2019 were $32 million, $33 million, and $26 million, respectively. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | 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 parts 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 Company's businesses outside of the U.S. The Company's geographic information on revenues is as follows (in millions): United States Outside of the U.S. Total For the year ended: The Netherlands Other December 31, 2021 $ 1,434 $ 8,678 $ 846 $ 10,958 December 31, 2020 783 5,264 749 6,796 December 31, 2019 1,537 11,686 1,843 15,066 The following table presents information on the Company's property and equipment (excluding capitalized software) and operating lease assets based on location of the assets at December 31, 2021 and 2020 (in millions): United States Outside of the U.S. Total The Netherlands United Kingdom Other December 31, 2021 $ 175 $ 506 $ 115 $ 213 $ 1,009 December 31, 2020 186 499 85 278 1,048 |
ACQUISITIONS AND DISPOSALS
ACQUISITIONS AND DISPOSALS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DISPOSALS | ACQUISITIONS AND DISPOSALS In November 2021, the Company entered into an agreement to acquire global flight booking provider, Etraveli Group, for approximately 1.6 billion Euros ($1.9 billion). Completion of the acquisition is subject to certain closing conditions, including regulatory approvals. In December 2021, the Company acquired all outstanding stock of Getaroom, a business-to-business ("B2B") distributor of hotel rooms, in a cash transaction. The purchase price of Getaroom was $1.3 billion ($1.2 billion, net of cash acquired). The acquisition is expected to enhance the Company's B2B distribution capabilities for the Company's customers (hotels) and more effectively support the Company's marketing affiliates. The accounting for the Getaroom acquisition is based on provisional amounts as the allocation of the consideration transferred was not complete as of December 31, 2021. 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 10 Current liabilities (198) 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. Supplemental pro forma information has not been presented as the results of Getaroom are not material to the Company's results of operations. In 2019, the Company paid $37 million of contingent consideration for a business acquired in 2015. The contingent payment was dependent on the achievement of certain performance factors. |
RESTRUCTURING AND OTHER EXIT CO
RESTRUCTURING AND OTHER EXIT COSTS | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER EXIT COSTS | RESTRUCTURING AND OTHER EXIT COSTS In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic (see Note 2), during the year ended December 31, 2020, the Company took actions at all of its brands to reduce the size of its workforce across more than 60 countries to optimize efficiency and reduce costs. As part of these actions, the Company engaged in consultations with its employees, works councils, employee representatives, and other relevant organizations related to the reductions in force in certain countries (including the Netherlands and the United Kingdom). These consultations resulted in the Company executing either voluntary leaver schemes or involuntary reductions in force, or, in some countries, a combination of the two. The Company completed the vast majority of announcements to affected employees by December 2020. In 2021, the Company approved and communicated the final portion of workforce reductions in the Netherlands, France, and several other countries. During the years ended December 31, 2021 and 2020, the Company recorded expenses of $13 million and $149 million, respectively, for the restructuring actions, which are included in "Restructuring and other exit costs" in the Consolidated Statements of Operations. During 2021 and 2020, these expenses consist of employee severance and other termination benefits, and other cost reducing activities. During the years ended December 31, 2021 and 2020, the Company made payments of $38 million and $108 million, respectively. Noncash restructuring expenses and other adjustments to the restructuring liability during the years ended December 31, 2021 and 2020 were $9 million and $4 million, respectively. At |
GOVERNMENT GRANTS AND OTHER ASS
GOVERNMENT GRANTS AND OTHER ASSISTANCE | 12 Months Ended |
Dec. 31, 2021 | |
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 participated in several of these programs and recognized, in the aggregate, government grants and other assistance benefits of $131 million, principally recorded 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, the Company announced its intention to voluntarily return assistance received through various government aid programs and completed the repayments by December 2021. For the year ended December 31, 2021, the Company recorded expenses of $137 million in the Consolidated Statement of Operations, principally in "Personnel" expense, to reflect the return of such assistance. The Company repaid $107 million during the year ended December 31, 2021. The previously recorded receivable for payments expected to be received was also written off in June 2021. During the year ended December 31, 2020, the Company recognized government grants and other assistance benefits of $127 million. |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | OTHER INCOME (EXPENSE), NET The components of other income (expense), net included the following (in millions): Year Ended December 31, 2021 2020 2019 Interest and dividend income $ 16 $ 54 $ 152 Net (losses) gains on equity securities (1) (569) 1,813 745 Impairment of investment (1) — (100) — Foreign currency transaction gains (losses) (2) 111 (207) (31) Loss on early extinguishment of debt (3) (242) — — Other (4) (13) (6) 13 Other income (expense), net $ (697) $ 1,554 $ 879 (1) See Note 5 for additional information related to the net (losses) gains on equity securities and impairment of investment. (2) Foreign currency transaction gains (losses) include gains of $135 million, losses of $200 million, and gains of $7 million, for the years ended December 31, 2021, 2020 and 2019, respectively, related to Euro-denominated debt and accrued interest that were not designated as net investment hedges (see Note 12). (3) See Note 12 for additional information related to the loss on early extinguishment of debt. (4) The amount for the year ended December 31, 2021 includes losses on reverse treasury lock agreements which were designated as cash flow hedges (see Note 6). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ significantly from those estimates. The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, the valuation of goodwill and other long-lived tangible and intangible assets, the valuation of investments in private companies, income taxes, contingencies, stock-based compensation, the allowance for expected credit losses (also referred to as allowance for doubtful accounts), chargeback provisions and the accrual of obligations for loyalty and other incentive programs. |
Impact of COVID-19 | Impact of COVID-19 In response to the outbreak of the novel strain of the coronavirus, COVID-19 (the "COVID-19 pandemic"), as well as subsequent outbreaks driven by new variants of COVID-19, g overnments and businesses around the world have implemented, and continue to implement, a variety of restricted 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 workforce, operations 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. In 2020, given the severe downturn in the global travel industry and the financial difficulties faced by many of the Company's travel service provider and restaurant customers and marketing affiliates, the Company increased its provision for expected credit losses (also referred to as provision for bad debts or provision for uncollectible accounts) on receivables from and prepayments to its travel service provider and restaurant customers and marketing affiliates (see Note 7). Moreover, due to the high level of cancellations of existing reservations, the Company incurred higher than normal cash outlays to refund consumers for prepaid reservations, including certain situations where the Company had already transferred the prepayment to the travel service provider (see Note 3). In 2021, based on its review of recent historical credit loss experience and stability in the economic conditions in certain markets, the Company revised its estimates of expected credit losses (see Note 7). Any significant increase in the Company’s provision for expected credit losses and any significant increase in cash outlays to refund consumers would have a corresponding adverse effect on the Company's results of operations and related cash flows. As a result of the deterioration of the Company’s business due to the COVID-19 pandemic, the Company recorded significant goodwill impairment charges in 2020 (see Note 11). In addition, the Company recorded a significant impairment charge in 2020 for one of the Company's long-term investments (see Notes 5 and 6). Even though no additional impairment indicators were identified as of December 31, 2021, it is possible that the Company may have to record additional significant impairment charges in future periods. See Note 12 for additional information about the Company’s existing debt arrangements, including 1.7 billion Euros of debt issued in March 2021, payment of $2.0 billion in April 2021 to redeem certain Senior Notes issued in April 2020 and payment of $1.1 billion to satisfy the aggregate principal amount and the conversion premium in excess of the principal amount of the Convertible Senior Notes due September 2021. The Company’s continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, the Company’s ability to meet debt covenant requirements, the Company’s operating performance, and the Company's credit ratings. There is no guarantee that additional debt financing will be available in the future to fund the Company’s obligations, or that it will be available on commercially reasonable terms, in which case the Company may need to seek other sources of funding. Even though there have been some 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. If the travel and restaurant industries are fundamentally changed by the COVID-19 pandemic in ways that are detrimental to the Company’s operating model, the Company’s business may continue to be adversely affected even as the broader global economy recovers. In response to the reduction in the Company's business volumes as a result of the impact of the COVID-19 pandemic, during the year ended December 31, 2020, the Company took actions to reduce the size of its workforce to optimize efficiency and reduce costs. See Note 20 for additional information. |
Reclassification | ReclassificationCertain amounts from prior periods have been reclassified to conform to the current year presentation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments, including cash, restricted cash, accounts payable, accrued expenses, and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments. 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 Notes 5, 6, and 12 for information related to fair value for investments, derivatives, and the Company's outstanding senior notes. |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. Cash equivalents are recognized based on settlement date. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents Restricted cash and cash equivalents are restricted through legal contracts or regulations. Restricted cash and cash equivalents at December 31, 2021, 2020, and 2019 principally relates 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 amount shown in the Consolidated Statements of Cash Flows (in millions): December 31, 2021 2020 2019 As included in the Consolidated Balance Sheets: Cash and cash equivalents $ 11,127 $ 10,562 $ 6,312 Restricted cash and cash equivalents included in "Other current assets" 25 20 20 Total cash and cash equivalents and restricted cash and cash equivalents as $ 11,152 $ 10,582 $ 6,332 |
Investments | Investments Investments held by the Company include debt securities and equity securities. Investments in debt or equity securities that include embedded features, such as conversion or redemption features, are analyzed by the Company to determine if these features are embedded derivatives that require separate accounting treatment. Payments made for investments are reported in "Purchase of investments" and proceeds received from sales or maturities of investments are reported in "Proceeds from sale and maturity of investments" in the Consolidated Statements of Cash Flows. Debt Securities The Company has classified its investments in debt securities as available-for-sale securities. Preferred stock that is either mandatorily redeemable or redeemable at the option of the investor is considered a debt security for accounting purposes. These securities are reported at estimated fair value with the aggregate unrealized gains and losses, net of tax, reflected in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. For periods prior to January 1, 2020, investments in debt securities were considered to be impaired when a decline in fair value was judged to be other than temporary because the Company either intended to sell or it was more-likely-than not that it would be required to sell the impaired security before recovery. Once a decline in fair value was determined to be other than temporary, an impairment charge was recorded and a new cost basis in the investment was established. If the Company did not intend to sell the debt security, but it was probable that the Company would not collect all amounts due, then only the impairment due to the credit risk would be recognized in net income and the remaining amount of the impairment would be recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. On January 1, 2020, the Company adopted the accounting standards update on the measurement of credit losses on financial instruments. Under the current accounting standard, if the amortized cost basis of an available-for-sale security exceeds its fair value and if the Company has the intention to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the Consolidated Statements of Operations. If the Company does not have the intention to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis and the Company determines that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for expected credit losses along with the related expense in the Consolidated Statements of Operations. The allowance is measured as the amount by which the debt security’s amortized cost basis exceeds the Company’s best estimate of the present value of cash flows expected to be collected. The fair value of these investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Unobservable inputs are also used when little or no market data is available. See Note 6 for information related to fair value measurements. The Company's investments in marketable debt securities are recognized based on the trade date. The marketable debt securities generally have a term of less than five years and are assessed for classification in the Consolidated Balance Sheets as short-term or long-term at the individual security level. Classification as short-term or long-term is based on the maturities of the securities, as applicable, and the Company's expectations regarding the timing of sales and redemptions. Investments of a strategic nature that have been made for the purpose of affiliation or potential business advantage or in connection with a commercial relationship are included in "Long-term investments" in the Consolidated Balance Sheets, except in situations where the Company expects the investment to be realized in cash, redeemed or sold within one year. The cost of marketable debt securities sold is determined using a first-in and first-out method. Equity Securities Equity securities are reported as "Long-term investments" in the Consolidated Balance Sheets and include equity investments with readily determinable fair values and equity investments without readily determinable fair values. Equity investments with readily determinable fair values are reported at estimated fair value with changes in fair value recognized in "Other income (expense), net" in the Consolidated Statements of Operations. The Company holds investments in equity securities of private companies, over which the Company does not have the ability to exercise significant influence or control. These investments, which do not have 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. See Notes 5 and 6 for further information related to investments. |
Accounts Receivable from Customers and Allowance for Expected Credit Losses | Accounts Receivable from Customers and Allowance for Expected Credit Losses For periods prior to January 1, 2020, receivables from customers were recorded at the original invoiced amounts net of an allowance for doubtful accounts. The allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, economic trends, and other factors that may affect the Company's ability to collect from customers. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the term of the lease related to leasehold improvements, whichever is shorter. Building Construction-in-progress Building construction-in-progress is associated with the construction of Booking.com's future headquarters in the Netherlands and is included in "Property and equipment, net" in the Consolidated Balance Sheets. Depreciation of the building and its related components will commence once it is ready for the Company’s use. |
Website and Internal-use Software Capitalization | Website and Internal-use Software CapitalizationAcquisition costs and certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to platform development, including support systems, software coding, designing system interfaces, and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. |
Cloud Computing Arrangements | Cloud Computing ArrangementsThe Company utilizes various third-party computer systems and third-party service providers, including global distribution systems ("GDSs") and computerized central reservation systems of the accommodation, rental car, and airline industries in connection with providing some of its services. The Company uses both internally-developed systems and third-party systems to operate its services, including transaction processing, order management, and financial and accounting systems. Implementation costs incurred in a hosting arrangement that is a service contract are capitalized and amortized over the term of the hosting arrangement. The capitalized implementation costs are reported as "Prepaid expenses, net" or "Other assets, net" in the Company's Consolidated Balance Sheets, as appropriate. The related amortization expenses are reported as "Information technology" in the Company's Consolidated Statements of Operations. |
Leases | Leases The Company determines if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or finance lease and records a lease asset and a lease liability upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The Company has operating leases for office space, data centers, and land for Booking.com's future headquarters. For office space, data centers, and land, the Company has elected to combine the fixed payments to lease the asset and any fixed non-lease payments (such as maintenance or utility charges) when determining its lease payments. The Company uses its incremental borrowing rate as its discount rate to determine the present value of its remaining lease payments to calculate its lease assets and lease liabilities because the rate implicit in the lease is not readily determinable. The incremental borrowing rate approximates the rate the Company would pay to borrow in the currency of the lease payments on a collateralized basis for the weighted-average life of the lease. Operating lease assets also include any prepaid lease payments and lease incentives received prior to lease commencement. The Company recognizes lease expense on a straight-line basis over the lease term. Certain of the Company's lease agreements include rent payments which are adjusted periodically for inflation. Any change in payments due to changes in inflation rates are recognized as variable lease expense as they are incurred. Variable lease expense also includes costs for property taxes, insurance, and services provided by the lessor which are charged based on usage or performance (such as maintenance or utility charges). Most leases have one or more options to renew, with renewal terms that can extend the initial lease term for various periods up to nine years. The exercise of renewal options for office space and data centers is at the Company’s discretion and are included if they are reasonably certain to be exercised. The land lease for Booking.com's future headquarters has an initial term which expires in 2065, at which time the lease payments will be adjusted based on the value of the land on the reassessment date. The Company considered the initial term of the land lease to be its expected period of use. |
Land-use rights | "Operating lease assets" in the Consolidated Balance Sheets includes the land-use rights related to payment in 2016 for the land lease for Booking.com's future headquarters as described above. The land-use rights are amortized on a straight-line basis over its expected period of use. This expense is recorded as lease expense in "General and administrative" expense in the Consolidated Statements of Operations. See Notes 16 for further information. |
Goodwill | Goodwill The Company accounts for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets, including intangible assets and operating lease assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related asset group. The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company's subsidiaries is generally the respective local currency. For operations outside of the U.S., 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 Company's Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Company's Consolidated Statements of Operations. |
Derivatives | Derivatives Derivatives not Designated as Hedges As a result of the Company's operations outside of the U.S., it is exposed to various market risks that may affect its consolidated results of operations, cash flows, and financial position. These market risks include, but are not limited to, fluctuations in foreign currency exchange rates. For the Company's operations outside of the U.S., the primary foreign currency exposures are in Euros and British Pounds Sterling, in which the Company conducts a significant portion of its business activities. As a result, the Company faces exposure to adverse movements in foreign currency exchange rates as the financial results of its operations outside of the U.S. are translated from local currencies into U.S. Dollars upon consolidation. Additionally, foreign currency exchange rate fluctuations on transactions denominated in currencies other than the functional currency of an entity result in gains and losses that are reflected in net income. The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its operations outside of the U.S. into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply. These contracts are generally short-term in duration. Certain of the Company's derivative instruments have master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations. The Company regularly reviews its credit exposure and assesses the creditworthiness of its counterparties. The Company reports the fair value 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. Unless designated as hedges for accounting purposes, gains and losses resulting from changes in the fair value of derivative instruments are recognized in "Other income (expense), net" in the Consolidated Statements of Operations in the period that the changes occur and are classified within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. See Note 6 for further information related to these derivative instruments. Derivatives Designated as Cash Flow Hedges See Note 6 for information related to derivatives designated as cash flow hedges. Derivatives Designated as Net Investment Hedges |
Non-derivative Instrument Designated as Net Investment Hedge | Non-derivative Instrument Designated as Net Investment HedgeThe foreign currency transaction gains or losses on the Company's Euro-denominated debt are measured based upon changes in spot rates. The foreign currency transaction gains or losses on the Euro-denominated debt that is designated as a hedging instrument for accounting purposes are recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as a hedging instrument are recognized in "Other income (expense), net" in the Consolidated Statements of Operations. See Notes 12 and 14 for further information related to the net investment hedge. |
Revenue Recognition | Revenue Recognition Online travel reservation services Substantially all of the Company's revenues are generated by providing online travel reservation services, which principally allows travelers to book travel reservations with travel service providers through the Company’s platforms. While the Company generally refers to a consumer that books travel reservation services on the Company's platforms as its customer, for accounting purposes, the Company's customers are the travel service providers and, in certain merchant transactions, the travelers. The Company's contracts with travel service providers give them the ability to market their reservation availability without transferring responsibility to deliver the travel service to the Company. Therefore, the Company's revenues are presented on a net basis in the Consolidated Statements of Operations. These contracts include payment terms and establish the consideration to which the Company is entitled, which includes either a commission or a margin on the travel transaction. Revenue is measured based on the expected consideration specified in the contract with the travel service provider, considering the effects of sales incentives, "no show" cancellations (where the traveler has not cancelled the reservation but does not arrive on the scheduled reservation date) and "late" cancellations (where the travel service provider accepts a cancellation after its cancellation cut-off date). Estimates for cancellations and sales incentives are based on historical experience and current trends. Coupons are recorded as a reduction of the transaction price, generally at the time they are redeemed. The local occupancy taxes, general excise taxes, value-added taxes, sales taxes, and other similar taxes ("travel transaction taxes"), if any, collected from travelers are reported on a net basis in revenues in the Consolidated Statements of Operations. Revenues for online travel reservation services are recognized at a point in time when the Company has completed its post-booking services and the travelers begin using the arranged travel services. These services are classified into two categories: • Agency revenues are derived from travel-related transactions where the Company does not facilitate payments from travelers for the services provided. The Company invoices the travel service providers for its commissions in the month that travel is completed. Agency revenues consist almost entirely of travel reservation commissions from the Company's accommodation, rental car, and airline reservation services. Substantially all of the Company's agency revenue is from Booking.com agency accommodation reservations. • Merchant revenues are derived from travel-related transactions where the Company facilitates payments from travelers for the services provided, generally at the time of booking. Merchant revenues are derived from transactions where travelers book accommodation, rental car, and airline reservations. The Company records cash collected from travelers, which includes the amounts owed to the travel service providers and the Company’s commission or margin and fees, as deferred merchant bookings until the arranged travel service begins. Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the amount charged to travelers less the amount owed to travel service providers) in connection with the Company's merchant reservations services; credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues. Advertising and Other Revenues Advertising and other revenues are primarily recognized by KAYAK and OpenTable. KAYAK recognizes advertising revenue primarily by sending referrals to online travel companies ("OTCs") and travel service providers and from advertising placements on its platforms. Revenue related to referrals is recognized when a consumer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is recognized based upon when a consumer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable recognizes revenues for reservation fees when diners are seated through its online restaurant reservation service and subscription fees for restaurant management services on a straight-line basis over the contractual period in accordance with how the service is provided. Accrued Liabilities for Loyalty and Other Incentive Programs See Note 3 for information related to accrued liabilities for loyalty and other incentive programs. Deferred Revenue See Note 3 for information related to deferred revenue. |
Advertising Expenses | Advertising Expenses Marketing Expenses The Company's advertising expenses are reported in "Marketing expenses" in the Consolidated Statements of Operations. Marketing expenses consist of performance marketing expenses and brand marketing expenses. Performance marketing expenses are expenses generally measured by return on investment or an increase in bookings over a specified time period. These expenses consist primarily of the costs of: (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; (4) offline and online brand marketing; and (5) other performance-based marketing and incentives. Performance marketing expenses are recognized as incurred. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued performance marketing liabilities of $306 million and $156 million at December 31, 2021 and 2020, respectively. Brand marketing expenses are expenses incurred to build brand awareness over a specified time period. These expenses consist primarily of television advertising and online video and display advertising (including the airing of the Company's television advertising online), as well as other marketing expenses such as public relations and sponsorships. Brand marketing expenses are generally recognized as incurred with the exception of advertising production costs, which are deferred and expensed the first time the advertisement is displayed or broadcast. |
Sales and Other Expenses | Sales and Other Expenses Sales and other expenses are generally variable in nature and consist primarily of: (1) credit cards and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations, and other services; (3) chargeback provisions and fraud prevention expenses associated with merchant transactions; (4) customer relations costs; and (5) provisions for expected credit losses, primarily related to accommodation commission receivables and prepayments to certain customers. |
Personnel | Personnel Personnel expenses consist of compensation to the Company's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health and other benefits. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued compensation liabilities of $421 million and $333 million at December 31, 2021 and 2020, respectively. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense related to performance share units, restricted stock units and stock options is recognized based on fair value on a straight-line basis over the respective requisite service periods and forfeitures are accounted for when they occur. The fair value on the grant date of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock. For performance share units with market conditions, the effect of the market condition is also considered in the determination of fair value on the grant date using Monte Carlo simulations. The fair value of employee stock options is determined using the Black-Scholes model. The Company records stock-based compensation expense for performance-based awards using its estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets or performance goals, as applicable). The Company periodically adjusts the cumulative stock-based compensation expense recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable. The benefits of tax deductions in excess of recognized compensation costs are recognized in the income statement as a discrete item when an option exercise or a vesting and release of shares occurs. Excess tax benefits are presented as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards are presented as financing cash flows in the Consolidated Statements of Cash Flows. |
Government Grants and Other Assistance | Government Grants and Other AssistanceThe Company recognizes government grants in the financial statements when it is probable that the grant will be received and the Company will comply with the conditions of the grant. Government grants are recorded as a reduction in the related operating expense or the cost of the asset that they are intended to defray. The government grants received by the Company have principally been granted to defray personnel costs. See Note 21 for information related to government grants and other assistance. |
Information Technology | Information Technology Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) outsourced data center and cloud computing costs; (3) payments to contractors; and (4) data communications and other expenses associated with operating the Company's services. |
Restructuring and Other Exit Costs | Restructuring and Other Exit Costs The Company records employee severance and other termination costs that meet the requirements for recognition in accordance with the relevant guidance of Accounting Standards Codification ("ASC") 420, Exit or Disposal Cost Obligations, or ASC 712, Compensation - Nonretirement Postemployment Benefits |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. Deferred taxes are classified as noncurrent in the balance sheet. The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies. 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 ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required. Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change. The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon audit by the tax authorities. Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement. First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits. Second, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. |
Contingencies | Contingencies Loss contingencies (other than income tax-related contingencies) arise from actual or possible claims and assessments and pending or threatened litigation that may be brought against the Company by individuals, governments or other entities. Based on the Company's assessment of loss contingencies at each balance sheet date, a loss is recorded in the financial statements if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. |
Segment Reporting | Segment Reporting The Company historically determined that its primary brands constituted its operating segments. In 2019, reflecting changes to the management structure, the Company reorganized its operating segments from six to four operating segments by combining Booking.com with Rentalcars.com and KAYAK with OpenTable. The Company's Booking.com and Rentalcars.com operating segment represents a substantial majority of the Company's total revenues and operating income. The Company's operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting. For geographic information, see Note 18. |
Recent Accounting Pronouncements Adopted and Other Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted Simplifying the Accounting for Income Taxes The Financial Accounting Standards Board ("FASB") issued a new accounting update relating to income taxes. This update provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Company adopted this update on January 1, 2021 and applied the applicable amendments on a prospective basis. The adoption did not have a material impact on the Company's Consolidated Financial Statements. Accounting for Acquired Revenue Contracts with Customers in a Business Combination In October 2021, the FASB issued a new accounting update that requires an acquirer to recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC 606, Revenue from Contracts with Customers , rather than at fair value on the acquisition date as required under current U.S. GAAP. The Company early adopted this update during the fourth quarter of 2021 and applied it retrospectively to all business combinations occurring on or after January 1, 2021. Other Recent Accounting Pronouncements Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the FASB issued a new accounting update relating to convertible instruments and contracts in an entity’s own equity. For convertible instruments, the accounting update reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. The accounting update amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Company adopted this update on January 1, 2022 on a modified retrospective basis, which resulted in an increase of approximately $30 million to retained earnings. For the Company’s convertible debt instruments, interest expense for the periods beginning after January 1, 2022 will be reflect ed in the financial statements using interest rates that typically are closer to the coupon interest rate of such instruments rather than a generally higher imputed interest expense that resulted from the separation of conversion features required by previous U.S. GAAP. See Note 12 for additional information on the Company’s convertible debt instruments. The accounting update also requires changes in the diluted earnings per share calculation in certain areas, including the use of the if-converted method instead of the treasury stock method which was permitted in certain situations under current U.S. GAAP. See Note 8 for additional information on earnings per share. Disclosures by Business Entities about Government Assistance In November 2021, the FASB issued a new accounting update to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. This update is effective for financial statements issued for annual periods beginning after December 15, 2021. The Company does not expect the adoption to have a material impact on the Consolidated Financial Statements. See Note 21 for additional information on government assistance. |
FAIR VALUE MESUREMENTS (Policie
FAIR VALUE MESUREMENTS (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Policy | Investments See Note 5 for additional information related to the Company's investments. The valuation of investments in Trip.com Group convertible debt securities are considered "Level 2" valuations 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 these investments. 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. During the year ended December 31, 2021, the Company recorded an upward adjustment for its investment in Yanolja using Level 2 inputs (see Note 5). Investments in private companies measured using Level 3 inputs |
NET INCOME PER SHARE (Policies)
NET INCOME PER SHARE (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share, Policy | The Company computes 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. 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 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. Under the treasury stock method, if the conversion prices for the convertible notes exceed the Company's average stock price for the period, the convertible notes generally have no impact on diluted net income per share. The convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [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 amount shown in the Consolidated Statements of Cash Flows (in millions): December 31, 2021 2020 2019 As included in the Consolidated Balance Sheets: Cash and cash equivalents $ 11,127 $ 10,562 $ 6,312 Restricted cash and cash equivalents included in "Other current assets" 25 20 20 Total cash and cash equivalents and restricted cash and cash equivalents as $ 11,152 $ 10,582 $ 6,332 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Activity of restricted stock units | The following table summarizes the activity of restricted stock units for employees and non-employee directors during the year ended December 31, 2021: Restricted Stock Units Shares Weighted-average Grant-date Fair Value Unvested at December 31, 2020 305,959 $ 1,697 Granted 142,149 $ 2,282 Vested (118,675) $ 1,801 Forfeited (47,509) $ 1,902 Unvested at December 31, 2021 281,924 $ 1,914 |
Activity of performance share units | The following table summarizes the activity of performance share units for employees during the year ended December 31, 2021: Performance Share Units Shares Weighted-average Grant-date Fair Value Unvested at December 31, 2020 84,478 $ 1,930 Granted (1) 42,173 $ 2,287 Vested (55,426) $ 1,999 Performance Shares Adjustment (2) 44,346 $ 2,125 Forfeited (7,248) $ 1,792 Unvested at December 31, 2021 108,323 $ 2,123 (1) Excludes 12,251 performance share units awarded during the year ended December 31, 2021 for which the grant date under 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) 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. |
Estimated vesting of performance share units granted | The following table summarizes the estimated vesting, as of December 31, 2021, of performance share units granted in 2021, 2020, and 2019, net of forfeiture and vesting since the respective grant dates: Performance Share Units, by grant year 2021 (1) 2020 2019 Shares probable to be issued 63,523 11,752 33,048 Shares not subject to the achievement of minimum performance thresholds 28,198 — 33,048 Shares that could be issued if maximum performance thresholds are met 63,523 18,080 61,669 (1) Excludes performance share units awarded during the year ended December 31, 2021 for which the grant date under ASC 718 was not established as disclosed above. |
Assumptions used to value option grants | The following table summarizes the assumptions used to value options granted during the year ended December 31, 2020 using the Black-Scholes options pricing model: Black-Scholes assumptions Risk-free interest rate 0.56 % Expected term in years 6.4 Expected stock price volatility 33.8 % Expected dividend yield 0 % |
Activity for stock options | The following table summarizes the activity for stock options during the year ended December 31, 2021: Employee Stock Options Number of Shares Weighted-average Aggregate Weighted-average Remaining Contractual Term (in years) Balance, December 31, 2020 152,746 $ 1,401 $ 126 9.3 Exercised (3,768) $ 1,212 Expired (281) $ 716 Forfeited (12,846) $ 1,411 Balance, December 31, 2021 135,851 $ 1,407 $ 135 8.3 Exercisable at December 31, 2021 836 $ 788 $ 1 1.8 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | The following table summarizes, by major security type, the Company's investments at December 31, 2021 (in millions): Cost Gross Gross Carrying Value Short-term investments: Debt securities: Trip.com Group convertible debt securities $ 25 $ — $ — $ 25 Long-term investments: Investments in private companies: Equity securities $ 66 $ 259 $ — $ 325 Other long-term investments: Equity securities 1,165 1,990 (305) 2,850 Total $ 1,231 $ 2,249 $ (305) $ 3,175 The following table summarizes, by major security type, the Company's investments at December 31, 2020 (in millions): Cost Gross Gross Carrying Value Short-term investments: Debt securities: Trip.com Group convertible debt securities $ 500 $ 1 $ — $ 501 Long-term investments: Investments in private companies: Debt securities $ 200 $ — $ — $ 200 Equity securities 552 3 (100) 455 Other long-term investments: Debt securities: Trip.com Group convertible debt securities 25 — (1) 24 Equity securities 463 2,617 — 3,080 Total $ 1,240 $ 2,620 $ (101) $ 3,759 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial assets and liabilities carried at fair value and nonrecurring fair value measurements | Financial assets and liabilities carried at fair value 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 Level 3 Total Recurring fair value measurements 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: Trip.com Group convertible debt securities — 25 — 25 Long-term investments: Other 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 (1) $ — $ 325 $ — $ 325 (1) During the year ended December 31, 2021, the Company recorded upward adjustments to its investments in equity securities of private companies based on observable price changes in orderly transactions for identical or similar investments of the same issuer (see Note 5). Financial assets and liabilities carried at fair value at December 31, 2020 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 $ 10,208 $ — $ — $ 10,208 Time deposits and certificates of deposit 32 — — 32 Short-term investments: Trip.com Group convertible debt securities — 501 — 501 Long-term investments: Investments in private companies: Debt securities — — 200 200 Other long-term investments: Trip.com Group convertible debt securities — 24 — 24 Equity securities 3,080 — — 3,080 Derivatives: Foreign currency exchange derivatives — 9 — 9 Total assets at fair value $ 13,320 $ 534 $ 200 $ 14,054 LIABILITIES: Foreign currency exchange derivatives $ — $ 7 $ — $ 7 Nonrecurring fair value measurements Investments in equity securities of private companies (1) $ — $ — $ 404 $ 404 Goodwill of the OpenTable and KAYAK reporting unit (2) — — 1,000 1,000 Total nonrecurring fair value measurements $ — $ — $ 1,404 $ 1,404 (1) At March 31, 2020, the investment in DiDi was written down to its estimated fair value of $400 million, resulting in an impairment charge of $100 million (see Note 5). (2) At March 31, 2020, the goodwill of the OpenTable and KAYAK reporting unit was written down to its estimated fair value of $1.5 billion, resulting in an impairment charge of $489 million. At September 30, 2020, th e goodwill was further written down to its estimated fair value of $1.0 billion, resulting in an additional impairment charge of $573 million (see |
Fair value, 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 Year Ended December 31, 2021 (1) 2020 (2) Balance, beginning of year $ 200 $ 250 Unrealized gains (losses) 265 — Transfers out of Level 3 (465) (50) Balance, end of year $ — $ 200 (1) In December 2021, as a result of the Grab Transaction, the Company’s investment in Grab was reclassified as equity securities with readily determinable fair values (see Note 5) and the aggregate unrealized gains of $265 million was reclassified from "Accumulated other comprehensive loss" in the Consolidated Balance Sheet to "Other income (expense), net" in the Consolidated Statement of Operation for the year ended December 31, 2021 (see Note 14) (2) The Company recognized an unrealized loss of $20 million during the three months ended March 31, 2020 and an unrealized gain of $20 million during the three months ended June 30, 2020 related to the investment in Grab Holdings Inc., which is recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheet. During the year ended December 31, 2020, the Company's investment in Yanolja was reclassified as equity securities without readily determinable fair value due to changes in the redemption features of the preferred shares. |
Schedule of derivative instruments | The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at December 31, 2021 and 2020 (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 sheet. December 31, 2021 December 31, 2020 Estimated fair value of derivative assets $ 5 $ 9 Estimated fair value of derivative liabilities $ 11 $ 7 Notional amount: Foreign currency purchases $ 840 $ 898 Foreign currency sales $ 1,857 $ 839 The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019 is as follows (in millions): For the Year Ended December 31, 2021 2020 2019 Losses on foreign currency exchange derivatives $ 30 $ 31 $ 19 |
ACCOUNTS RECEIVABLE AND OTHER_2
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Changes in allowance for expected credit losses on receivables | The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): For the Year Ended December 31, 2021 2020 2019 Balance, beginning of year $ 166 $ 49 $ 51 Provision charged to earnings 48 216 69 Write-offs and adjustments (107) (116) (70) Foreign currency translation adjustments (6) 17 (1) Balance, end of year $ 101 $ 166 $ 49 |
Changes in allowance for expected credit losses on prepayments to certain customers | The following table summarizes the activity of the allowance for expected credit losses on prepayments to customers (in millions): For the Year Ended December 31, 2021 2020 2019 Balance, beginning of year $ 55 $ 6 $ 10 Provision charged to expense (4) 51 (4) Write-offs and adjustments (5) (2) — Foreign currency translation adjustments 1 — — Balance, end of year $ 47 $ 55 $ 6 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings 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): For the Year Ended December 31, 2021 2020 2019 Weighted-average number of basic common shares outstanding 41,042 40,974 43,082 Weighted-average dilutive stock options, restricted stock units and performance share units 209 158 203 Assumed conversion of convertible senior notes 111 28 224 Weighted-average number of diluted common and common equivalent shares outstanding 41,362 41,160 43,509 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net at December 31, 2021 and 2020 consist of the following (in millions): 2021 2020 Estimated Computer equipment $ 728 $ 746 2 to 6 years Capitalized software 742 565 2 to 5 years Leasehold improvements 268 278 1 to 15 years Office equipment, furniture and fixtures 61 63 2 to 8 years Building construction-in-progress 328 257 Total 2,127 1,909 Less: Accumulated depreciation (1,305) (1,153) Property and equipment, net $ 822 $ 756 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating leases | The Company recognized the following related to operating leases in its Consolidated Balance Sheets at December 31, 2021 and 2020 (in millions): December 31, Classification in Consolidated Balance Sheets 2021 2020 Operating lease assets Operating lease assets $ 496 $ 529 Lease Liabilities: Current operating lease liabilities Accrued expenses and other current liabilities $ 143 $ 159 Non-current operating lease liabilities Operating lease liabilities 351 366 Total operating lease liabilities $ 494 $ 525 |
Operating lease cost | The Company recognized the following related to operating leases in its Consolidated Statements of Operations (in millions): Year Ended December 31, Classification in Consolidated Statements of Operations 2021 2020 2019 Lease expense General and administrative and Information technology $ 185 $ 194 $ 183 Variable lease expense General and administrative and Information technology 46 46 56 Less: Sublease income General and administrative (3) (2) (2) Total lease expense, net of sublease income $ 228 $ 238 $ 237 |
Future lease payments for operating leases | As of December 31, 2021, the future lease payments for operating leases are as follows (in millions): 2022 $ 151 2023 100 2024 59 2025 49 2026 39 Thereafter 152 Total remaining lease payments $ 550 Less: Imputed interest (56) Total operating lease liabilities $ 494 |
Operating lease supplemental cash flow information | Supplemental cash flow information related to operating leases is as follows (in millions): Year Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities $ 186 $ 200 $ 189 Operating lease assets obtained in exchange for lease liabilities 162 67 155 "Operating lease amortization" presented in the operating activities section of the Consolidated Statements of Cash Flows reflects the portion of the operating lease expense from the amortization of the operating lease assets. |
GOODWILL, INTANGIBLE ASSETS A_2
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | The changes in the balance of goodwill for the years ended December 31, 2021 and 2020 consist of the following (in millions): 2021 2020 Balance, beginning of year $ 1,895 $ 2,913 Acquisitions 1,022 — Impairments — (1,062) Foreign currency translation adjustments (30) 44 Balance, end of year (1) $ 2,887 $ 1,895 (1) The balance of goodwill as of December 31, 2021 and 2020 is stated net of cumulative impairment charges of $2.0 billion . |
Intangible assets | The Company's intangible assets at December 31, 2021 and 2020 consist of the following (in millions): December 31, 2021 December 31, 2020 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amortization Supply and distribution $ 1,407 $ (591) $ 816 $ 1,136 $ (552) $ 584 3 - 20 years Technology 297 (151) 146 174 (144) 30 2 - 7 years Internet domain names 41 (36) 5 44 (37) 7 5 - 20 years Trade names 1,814 (724) 1,090 1,824 (633) 1,191 4 -20 years Other intangible assets 2 (2) — 2 (2) — Up to 15 years Total intangible assets $ 3,561 $ (1,504) $ 2,057 $ 3,180 $ (1,368) $ 1,812 |
Annual estimated amortization expense for intangible assets for the next five years and thereafter | The estimate d future annual amortization expense for the Company's intangible assets at December 31, 2021 is as follows (in millions): 2022 $ 224 2023 222 2024 221 2025 215 2026 180 Thereafter 995 $ 2,057 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding debt | Outstanding debt at December 31, 2021 consists of the following (in millions): December 31, 2021 Outstanding Unamortized Debt Carrying 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 Outstanding debt at December 31, 2020 consists of the following (in millions): December 31, 2020 Outstanding Unamortized Debt Carrying Current liabilities: 0.9% Convertible Senior Notes due September 2021 $ 1,000 $ (15) $ 985 Long-term debt: 0.8% (€1 Billion) Senior Notes due March 2022 $ 1,223 $ (1) $ 1,222 2.15% (€750 Million) Senior Notes due November 2022 919 (4) 915 2.75% Senior Notes due March 2023 500 (1) 499 2.375% (€1 Billion) Senior Notes due September 2024 1,223 (7) 1,216 3.65% Senior Notes due March 2025 500 (2) 498 4.1% Senior Notes due April 2025 1,000 (5) 995 0.75% Convertible Senior Notes due May 2025 863 (128) 735 3.6% Senior Notes due June 2026 1,000 (4) 996 1.8% (€1 Billion) Senior Notes due March 2027 1,223 (2) 1,221 4.5% Senior Notes due April 2027 750 (5) 745 3.55% Senior Notes due March 2028 500 (2) 498 4.625% Senior Notes due April 2030 1,500 (11) 1,489 Total long-term debt $ 11,201 $ (172) $ 11,029 |
Summary of interest expenses and weighted-average effective interest rates | The following table summarizes the interest expenses 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 discount and debt issuance costs is the period until the stated maturity date for the respective debt. For the Year Ended December 31, 2021 2020 2019 Coupon interest expense $ 13 $ 15 $ 12 Amortization of debt discount and debt issuance costs 43 54 50 Total interest expense $ 56 $ 69 $ 62 Weighted-average effective interest rate 3.8 % 3.5 % 3.2 % The following table summarizes the interest expenses related to other senior notes (in millions): For the Year Ended December 31, 2021 2020 2019 Coupon interest expense $ 257 $ 264 $ 160 Amortization of debt discount and debt issuance costs 10 9 6 Total interest expense $ 267 $ 273 $ 166 |
Summary of information related to other senior notes outstanding | The following table summarizes the information related to other senior notes outstanding at December 31, 2021: Other Senior Notes Date of Issuance Effective Interest Rate (1) Timing of Interest Payments 0.8% Senior Notes due March 2022 March 2017 0.94 % Annually in March 2.15% Senior Notes due November 2022 November 2015 2.27 % Annually in November 2.75% Senior Notes due March 2023 August 2017 2.88 % Semi-annually in March and September 2.375% Senior Notes due September 2024 September 2014 2.54 % Annually in September 3.65% Senior Notes due March 2025 March 2015 3.76 % Semi-annually in March and September 0.1% Senior Notes due March 2025 March 2021 0.30 % Annually in March 3.6% Senior Notes due June 2026 May 2016 3.70 % Semi-annually in June and December 1.8% Senior Notes due March 2027 March 2015 1.86 % Annually in March 3.55% Senior Notes due March 2028 August 2017 3.63 % Semi-annually in March and September 0.5% Senior Notes due March 2028 March 2021 0.63 % Annually in March 4.625% Senior Notes due April 2030 April 2020 4.72 % Semi-annually in April and October |
TREASURY STOCK (Tables)
TREASURY STOCK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of stock repurchase activities | The following table summarizes the Company's stock repurchase activities during the years ended December 31, 2021, 2020, and 2019 (in millions, except for shares, which are reflected in thousands): 2021 2020 2019 Shares Amount Shares Amount Shares Amount Authorized stock repurchase programs — $ — 601 $ 1,122 4,358 $ 8,002 General authorization for shares withheld on stock award vesting 71 162 84 142 87 151 Total 71 $ 162 685 $ 1,264 4,445 $ 8,153 Shares repurchased in December and settled in following January — $ — — $ — 19 $ 40 |
CHANGES IN ACCUMULATED OTHER _2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Changes in balances of accumulated other comprehensive loss by component | The table below presents the changes in the balances of accumulated other comprehensive loss ("AOCI") by component for the years ended December 31, 2019, 2020, 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 Balance, December 31, 2018 $ (109) $ 41 $ (73) $ 12 $ (129) $ — $ — $ — $ (157) $ (30) $ (187) $ (316) Other Comprehensive (Loss) Income ("OCI") before reclassifications (77) 13 71 (17) (10) — — — 161 (37) 124 114 Amounts reclassified to net income (4) — — — — — — — — (11) 22 11 11 OCI for the period (77) 13 71 (17) (10) — — — 150 (15) 135 125 Balance, December 31, 2019 $ (186) $ 54 $ (2) $ (5) $ (139) $ — $ — $ — $ (7) $ (45) $ (52) $ (191) OCI before reclassifications 197 (7) (182) 42 50 — — — 6 (1) 5 55 Amounts reclassified to net income (4) — — — — — — — — 4 14 18 18 OCI for the period 197 (7) (182) 42 50 — — — 10 13 23 73 Balance, December 31, 2020 $ 11 $ 47 $ (184) $ 37 $ (89) $ — $ — $ — $ 3 $ (32) $ (29) $ (118) OCI before reclassifications (287) 20 275 (65) (57) (15) 4 (11) 265 (62) 203 135 Amounts reclassified to net income (4) (5) — — — — — 15 (4) 11 (265) 93 (172) (161) OCI for the period (287) 20 275 (65) (57) — — — — 31 31 (26) Balance, December 31, 2021 $ (276) $ 67 $ 91 $ (28) $ (146) $ — $ — $ — $ 3 $ (1) $ 2 $ (144) (1) Relates to the reverse treasury lock agreements entered in March 2021 that were designated as cash flow hedges and settled in April 2021 (see Note 6) . (2) Net investment hedges balance at December 31, 2021 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 Notes 2 and 12). (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 Tax Act. (4) The reclassified net gains (losses) on available-for-sale securities, before tax, are included in "Other income (expense), net" and the reclassified tax (expenses) benefits are included in "Income tax expense" in the Consolidated Statements of Operations. The cost of marketable debt securities sold is determined using a first-in and first-out method. For the year ended December 31, 2021, the reclassified tax expenses include a tax expense of $31 million related to the redemption in December 2021 of the Company's investment of $500 million in Trip.com Group convertible senior notes (see Note 5). For the years ended December 31, 2020 and 2019, the reclassified tax expenses include a tax expense of $15 million and $21 million, related to the maturity in May 2020 of the Company's investment of $250 million in Trip.com Group convertible senior notes and the maturity in August 2019 of the Company's investment of $500 million in Trip.com Group convertible senior notes, respectively. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) | The income tax expense (benefit) for the year ended December 31, 2021 is as follows (in millions): Current Deferred Total International $ 665 $ (103) $ 562 U.S. Federal 68 (323) (255) U.S. State 12 (19) (7) Total $ 745 $ (445) $ 300 The income tax expense (benefit) for the year ended December 31, 2020 is as follows (in millions): Current Deferred Total International $ 320 $ (62) $ 258 U.S. Federal (9) 296 287 U.S. State (16) (21) (37) Total $ 295 $ 213 $ 508 The income tax expense (benefit) for the year ended December 31, 2019 is as follows (in millions): Current Deferred Total International $ 915 $ (12) $ 903 U.S. Federal 22 166 188 U.S. State 34 (32) 2 Total $ 971 $ 122 $ 1,093 |
Tax effects of temporary differences that give rise to significant portions of deterred tax assets and liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2021 and 2020 are as follows (in millions): 2021 2020 Deferred tax assets/(liabilities): Net operating loss carryforward — U.S. $ 88 $ 67 Net operating loss carryforward — International 137 81 Accrued expenses 50 47 Stock-based compensation and other stock based payments 50 40 Foreign currency translation adjustment 48 29 Tax credits 19 9 Euro-denominated debt — 77 Operating lease liabilities 38 43 Property and equipment 95 11 Other 11 — Subtotal - deferred tax assets 536 404 Discount on convertible notes (20) (29) Intangible assets and other (192) (119) Euro-denominated debt (20) — State income tax on accumulated unremitted international earnings (8) (5) Unrealized gains on investments (417) (550) Operating lease assets (37) (38) Installment sale liability (156) (263) Other — (14) Subtotal - deferred tax liabilities (850) (1,018) Valuation allowance on deferred tax assets (37) (58) Net deferred tax liabilities (1) $ (351) $ (672) (1) Includes deferred tax assets of $554 million and $455 million at December 31, 2021 and 2020, respectively, reported in "Other assets, net" in the Consolidated Balance Sheets. |
Schedule of effective income tax rate reconciliation | The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 21% for the years ended December 31, 2021, 2020, and 2019 as a result of the following items (in millions): 2021 2020 2019 Income tax expense at U.S. federal statutory rate $ 308 $ 119 $ 1,251 Adjustment due to: Foreign rate differential 137 55 210 Innovation Box Tax benefit (230) (79) (443) Goodwill impairment — 228 — Stock-based compensation 37 32 23 Federal GILTI 17 73 36 State income tax (benefit) expense (6) (31) 9 Valuation allowance (19) 36 1 Uncertain tax positions 39 64 11 Tax Act - U.S. transition tax benefit and other transition impacts — (8) (17) Other 17 19 12 Income tax expense $ 300 $ 508 $ 1,093 |
Reconciliation of unrecognized tax benefits | The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits (in millions): 2021 2020 2019 Unrecognized tax benefit — January 1 $ 84 $ 56 $ 45 Gross increases — tax positions in current period 14 2 3 Gross increases — tax positions in prior periods 44 48 11 Gross decreases — tax positions in prior periods (19) (11) (3) Reduction due to settlements during the current period (3) (11) — Unrecognized tax benefit — December 31 $ 120 $ 84 $ 56 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographic information on revenues | The Company's geographic information on revenues is as follows (in millions): United States Outside of the U.S. Total For the year ended: The Netherlands Other December 31, 2021 $ 1,434 $ 8,678 $ 846 $ 10,958 December 31, 2020 783 5,264 749 6,796 December 31, 2019 1,537 11,686 1,843 15,066 |
Geographic information on property and equipment, excluding capitalized software, and operating lease assets | The following table presents information on the Company's property and equipment (excluding capitalized software) and operating lease assets based on location of the assets at December 31, 2021 and 2020 (in millions): United States Outside of the U.S. Total The Netherlands United Kingdom Other December 31, 2021 $ 175 $ 506 $ 115 $ 213 $ 1,009 December 31, 2020 186 499 85 278 1,048 |
ACQUISITIONS AND DISPOSALS (Tab
ACQUISITIONS AND DISPOSALS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of the preliminary allocation of the consideration transferred | 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 10 Current liabilities (198) 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) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Components of other income (expense), net | The components of other income (expense), net included the following (in millions): Year Ended December 31, 2021 2020 2019 Interest and dividend income $ 16 $ 54 $ 152 Net (losses) gains on equity securities (1) (569) 1,813 745 Impairment of investment (1) — (100) — Foreign currency transaction gains (losses) (2) 111 (207) (31) Loss on early extinguishment of debt (3) (242) — — Other (4) (13) (6) 13 Other income (expense), net $ (697) $ 1,554 $ 879 (1) See Note 5 for additional information related to the net (losses) gains on equity securities and impairment of investment. (2) Foreign currency transaction gains (losses) include gains of $135 million, losses of $200 million, and gains of $7 million, for the years ended December 31, 2021, 2020 and 2019, respectively, related to Euro-denominated debt and accrued interest that were not designated as net investment hedges (see Note 12). (3) See Note 12 for additional information related to the loss on early extinguishment of debt. (4) The amount for the year ended December 31, 2021 includes losses on reverse treasury lock agreements which were designated as cash flow hedges (see Note 6). |
BUSINESS DESCRIPTION (Details)
BUSINESS DESCRIPTION (Details) | Dec. 31, 2021brand |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of consumer-facing brands | 6 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions, € in Billions | 1 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021USD ($) | Apr. 30, 2021USD ($) | Mar. 31, 2021EUR (€) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($)segment | Jan. 01, 2022USD ($) | Mar. 31, 2020investment | Dec. 31, 2018USD ($) | |
Accounting Policies [Line Items] | |||||||||
Number of investments impaired | investment | 1 | ||||||||
Proceeds from the issuance of long-term debt | $ 2,015 | $ 4,108 | $ 0 | ||||||
Accrued performance marketing liabilities | 306 | 156 | |||||||
Accrued compensation liabilities | $ 421 | $ 333 | |||||||
Number of operating segments | segment | 4 | 4 | 6 | ||||||
Number of reportable segments | segment | 1 | ||||||||
Shareholders equity | $ 6,178 | $ 4,893 | $ 5,933 | $ 8,785 | |||||
Retained Earnings | |||||||||
Accounting Policies [Line Items] | |||||||||
Shareholders equity | 24,453 | $ 23,288 | $ 23,232 | $ 18,367 | |||||
Accounting Standards Update 2020-06 | Retained Earnings | Subsequent Event | |||||||||
Accounting Policies [Line Items] | |||||||||
Shareholders equity | $ 30 | ||||||||
COVID-19 | |||||||||
Accounting Policies [Line Items] | |||||||||
Government grant and other assistance benefit that was returned, cash paid | $ 107 | ||||||||
Senior Notes | |||||||||
Accounting Policies [Line Items] | |||||||||
Proceeds from the issuance of long-term debt | € | € 1.7 | ||||||||
Payment to redeem debt | $ 2,000 | ||||||||
Payment to satisfy the aggregate principal amount and the conversion premium in excess of the principal amount | $ 1,100 | ||||||||
Maximum | |||||||||
Accounting Policies [Line Items] | |||||||||
Term of available-for-sale debt securities | 5 years | ||||||||
Lease renewal terms | 9 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 11,127 | $ 10,562 | $ 6,312 | |
Restricted cash and cash equivalents included in "Other current assets" | 25 | 20 | 20 | |
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Consolidated Statements of Cash Flows | $ 11,152 | $ 10,582 | $ 6,332 | $ 2,645 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - Product Concentration Risk - Revenue Benchmark | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Online accommodation reservation services | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 87.00% | 88.00% | 87.00% |
Other sources of online travel reservation services and advertising and other revenues | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% |
REVENUE - Deferred Merchant Boo
REVENUE - Deferred Merchant Bookings and Deferred Revenue (Details) - Online Travel Reservation Services - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Time period from the reservation date that performance obligations are expected to be completed | one year | |
Revenues recognized from the beginning balance | $ 35 | |
Deferred Merchant Bookings | ||
Disaggregation of Revenue [Line Items] | ||
Contract with customer, liability, current | $ 148 | $ 50 |
REVENUE - Loyalty and Other Inc
REVENUE - Loyalty and Other Incentive Programs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 10,958 | $ 6,796 | $ 15,066 |
Loyalty incentive programs | OpenTable | |||
Disaggregation of Revenue [Line Items] | |||
Decrease in liability balance with a corresponding increase to revenue | 28 | ||
Loyalty incentive programs | Accrued expenses and other current liabilities | |||
Disaggregation of Revenue [Line Items] | |||
Liabilities for loyalty program incentives | 13 | 21 | |
Other incentive programs | Accrued expenses and other current liabilities | |||
Disaggregation of Revenue [Line Items] | |||
Liabilities for loyalty program incentives | $ 58 | 60 | |
Other incentive programs - additional rebates | Booking.com | |||
Disaggregation of Revenue [Line Items] | |||
Liabilities for loyalty program incentives | 25 | ||
Revenues | $ (100) |
REVENUE - Refunds to Travelers
REVENUE - Refunds to Travelers (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Reduction in revenue for refunds paid or estimated to be payable | $ 44 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Tax benefit related to stock-based compensation | $ 37 | $ 30 | $ 38 | ||
Restricted stock units and performance share units aggregate grant-date fair value | 421 | 392 | 380 | ||
Aggregate fair value of performance share units and restricted stock units vested during the period | 395 | 358 | 373 | ||
Options aggregate grant-date fair value | $ 79 | ||||
Weighted-average grant-date fair value per option (in dollars per share) | $ 485 | ||||
Aggregate intrinsic value of stock options exercised | 4 | $ 15 | $ 20 | ||
Executive Officers | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options granted (in shares) | 0 | ||||
Performance Share Units | Personnel Expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reduction in stock-based compensation expense due to significant decline in estimated performance due to the impact of COVID-19 pandemic | $ 73 | ||||
Performance Share Units | 2018 Grants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional stock-based compensation expense to be recognized over the remaining requisite service period | $ 11 | ||||
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 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 future compensation cost related to unvested share-based awards | $ 440 | ||||
Total future compensation cost related to unvested share-based awards, expected period of recognition | 1 year 9 months 18 days | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total future compensation cost related to unvested share-based awards | $ 27 | ||||
Total future compensation cost related to unvested share-based awards, expected period of recognition | 1 year 2 months 12 days | ||||
Grant term (in years) | 10 years | ||||
1999 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available to be issued under the plan (in shares) | 1,439,400 | ||||
Other plans assumed in acquisitions | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available to be issued under the plan (in shares) | 40,933 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of the Activity of Restricted Stock Units for Employees and Non-Employee Directors (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
Unvested, beginning of period (in shares) | shares | 305,959 |
Granted (in shares) | shares | 142,149 |
Vested (in shares) | shares | (118,675) |
Forfeited (in shares) | shares | (47,509) |
Unvested, end of period (in shares) | shares | 281,924 |
Weighted-average Grant-date Fair Value | |
Unvested, beginning of period (in dollars per share) | $ / shares | $ 1,697 |
Granted (in dollars per share) | $ / shares | 2,282 |
Vested (in dollars per share) | $ / shares | 1,801 |
Forfeited (in dollars per share) | $ / shares | 1,902 |
Unvested, end of period (in dollars per share) | $ / shares | $ 1,914 |
Minimum | |
Weighted-average Grant-date Fair Value | |
Vesting period | 1 year |
Maximum | |
Weighted-average Grant-date Fair Value | |
Vesting period | 3 years |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of the Activity of Performance Share Units for Employees (Details) | 12 Months Ended | |
Dec. 31, 2021$ / sharesshares | ||
Weighted-average Grant-date Fair Value | ||
Performance share units awarded during the period where a grant date not yet established. | 12,251 | |
Performance Share Units | ||
Shares | ||
Unvested, beginning of period (in shares) | 84,478 | |
Granted (in shares) | 42,173 | [1] |
Vested (in shares) | (55,426) | |
Performance Shares Adjustment (in shares) | 44,346 | [2] |
Forfeited (in shares) | (7,248) | |
Unvested, end of period (in shares) | 108,323 | |
Weighted-average Grant-date Fair Value | ||
Unvested, beginning of period (in dollars per share) | $ / shares | $ 1,930 | |
Granted (in dollars per share) | $ / shares | 2,287 | [1] |
Vested (in dollars per share) | $ / shares | 1,999 | |
Performance Share Adjustment (in dollars per share) | $ / shares | 2,125 | [2] |
Forfeited (in dollars per share) | $ / shares | 1,792 | |
Unvested, end of period (in dollars per share) | $ / shares | $ 2,123 | |
Vesting period | 3 years | |
Performance Share Units | Certain Performance Share Units 2021 Grants | ||
Weighted-average Grant-date Fair Value | ||
Vesting period | 2 years | |
Performance Share Units | Minimum | Certain Performance Share Units 2021 Grants | ||
Weighted-average Grant-date Fair Value | ||
Vesting period | 1 year | |
[1] | Excludes 12,251 performance share units awarded during the year ended December 31, 2021 for which the grant date under 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] | 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. |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary of Estimated Vesting of Performance Share Units (Details) - Performance Share Units - shares | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested units (in shares) | 108,323 | 84,478 | |
2021 | Shares probable to be issued | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested units (in shares) | [1] | 63,523 | |
2021 | Shares not subject to the achievement of minimum performance thresholds | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested units (in shares) | [1] | 28,198 | |
2021 | Shares that could be issued if maximum performance thresholds are met | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested units (in shares) | [1] | 63,523 | |
2020 | Shares probable to be issued | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested units (in shares) | 11,752 | ||
2020 | Shares not subject to the achievement of minimum performance thresholds | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested units (in shares) | 0 | ||
2020 | Shares that could be issued if maximum performance thresholds are met | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested units (in shares) | 18,080 | ||
2019 | Shares probable to be issued | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested units (in shares) | 33,048 | ||
2019 | Shares not subject to the achievement of minimum performance thresholds | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested units (in shares) | 33,048 | ||
2019 | Shares that could be issued if maximum performance thresholds are met | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested units (in shares) | 61,669 | ||
[1] | Excludes performance share units awarded during the year ended December 31, 2021 for which the grant date under ASC 718 was not established as disclosed above. |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-Average Assumptions Used to Value Options Granted (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.56% |
Expected term in years | 6 years 4 months 24 days |
Expected stock price volatility | 33.80% |
Expected dividend yield | 0.00% |
STOCK-BASED COMPENSATION - Su_4
STOCK-BASED COMPENSATION - Summary of Activity for Stock Options (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Balance, beginning of period (in shares) | 152,746 | |
Exercised (in shares) | (3,768) | |
Expired (in shares) | (281) | |
Forfeited, (in shares) | (12,846) | |
Balance, end of period (in shares) | 135,851 | 152,746 |
Exercisable, (in shares) | 836 | |
Weighted-average Exercise Price | ||
Balance, beginning of period (in dollars per share) | $ 1,401 | |
Exercised (in dollars per share) | 1,212 | |
Expired (in dollars per share) | 716 | |
Forfeited (in dollars per share) | 1,411 | |
Balance, end of period (in dollars per share) | 1,407 | $ 1,401 |
Exercisable (in dollars per share) | $ 788 | |
Aggregate Intrinsic Value (in millions) | ||
Balance | $ 135 | $ 126 |
Exercisable | $ 1 | |
Weighted-average Remaining Contractual Term (in years) | ||
Balance | 8 years 3 months 18 days | 9 years 3 months 18 days |
Exercisable | 1 year 9 months 18 days |
INVESTMENTS - Summary of Invest
INVESTMENTS - Summary of Investments by Major Security Type (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | Aug. 31, 2019 |
Total | ||||
Carrying Value | $ 3,175 | $ 3,759 | ||
Convertible debt securities | Trip.com Group | ||||
Debt securities | ||||
Cost | 500 | 525 | $ 250 | $ 500 |
Short-term Investments | Convertible debt securities | Trip.com Group | ||||
Debt securities | ||||
Cost | 25 | 500 | ||
Gross Unrealized Gains /Upward Adjustments | 0 | 1 | ||
Gross Unrealized Losses /Downward Adjustments | 0 | 0 | ||
Carrying Value | 25 | 501 | ||
Long-term Investments | ||||
Total | ||||
Cost | 1,231 | 1,240 | ||
Gross Unrealized Gains /Upward Adjustments | 2,249 | 2,620 | ||
Gross Unrealized Losses /Downward Adjustments | (305) | (101) | ||
Carrying Value | 3,175 | 3,759 | ||
Long-term Investments | Trip.com Group | ||||
Equity securities - other investments | ||||
Cost | 655 | |||
Long-term Investments | Convertible debt securities | Trip.com Group | ||||
Debt securities | ||||
Cost | 25 | |||
Gross Unrealized Gains /Upward Adjustments | 0 | |||
Gross Unrealized Losses /Downward Adjustments | (1) | |||
Carrying Value | 24 | |||
Long-term Investments | Investments in private companies, debt securities | ||||
Debt securities | ||||
Cost | 200 | |||
Gross Unrealized Gains /Upward Adjustments | 0 | |||
Gross Unrealized Losses /Downward Adjustments | 0 | |||
Carrying Value | 200 | |||
Long-term Investments | Investments in private companies, equity securities | ||||
Equity securities - investments in private companies | ||||
Cost | 66 | 552 | ||
Gross Unrealized Gains /Upward Adjustments | 259 | 3 | ||
Gross Unrealized Losses /Downward Adjustments | 0 | (100) | ||
Carrying Value | 325 | 455 | ||
Long-term Investments | Equity securities | ||||
Equity securities - other investments | ||||
Cost | 1,165 | 463 | ||
Gross Unrealized Gains /Upward Adjustments | 1,990 | 2,617 | ||
Gross Unrealized Losses /Downward Adjustments | (305) | 0 | ||
Carrying Value | $ 2,850 | $ 3,080 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021USD ($) | May 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Feb. 22, 2022 | Jun. 30, 2021 | Aug. 31, 2019USD ($) | ||
Schedule of Investments [Line Items] | ||||||||||||
Impairment of investment | [1] | $ 0 | $ 100 | $ 0 | ||||||||
Trip.com Group | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Proceeds from sale of equity securities | 525 | |||||||||||
Equity securities, net realized loss | 201 | |||||||||||
Equity securities, net unrealized gains | 141 | |||||||||||
Trip.com Group | Long-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Investment in equity securities | 655 | |||||||||||
Meituan | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Equity securities, net unrealized gains | 2,000 | $ 602 | ||||||||||
Payments to acquire other investments | $ 450 | |||||||||||
Equity securities, net unrealized loss | 731 | |||||||||||
Meituan | Subsequent Event | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Market price, percent decrease | 24.00% | |||||||||||
Meituan | Long-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Equity securities, noncurrent | $ 2,300 | 2,300 | 3,100 | |||||||||
Didi Chuxing | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Payments to acquire other investments | $ 500 | |||||||||||
ADS to common stock conversion ratio | 0.25 | |||||||||||
Equity securities, net unrealized loss | 205 | |||||||||||
Didi Chuxing | Subsequent Event | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Market price, percent decrease | 15.00% | |||||||||||
Didi Chuxing | Long-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Equity securities, noncurrent | 195 | 195 | ||||||||||
Grab | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Equity securities, net unrealized gains | 101 | |||||||||||
Grab | Subsequent Event | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Market price, percent decrease | 27.00% | |||||||||||
Grab | Long-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Equity securities, noncurrent | 301 | 301 | ||||||||||
Investments in private companies accounted for as debt securities | 200 | |||||||||||
Yanolja Co., Ltd | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Equity securities without readily determinable fair value, upward price adjustment, annual amount | 255 | |||||||||||
Government and corporate debt securities | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Cash realized from the sales and maturities of investments in debt securities | 2,200 | |||||||||||
Convertible debt securities | Trip.com Group | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Investment in debt securities | 500 | $ 250 | 500 | 525 | $ 500 | |||||||
Proceeds from maturities of debt securities | 500 | $ 250 | ||||||||||
Convertible debt securities | Trip.com Group | Long-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Investment in debt securities | 25 | |||||||||||
Investments in private companies accounted for as debt securities | 24 | |||||||||||
Convertible debt securities | Trip.com Group | Short-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Investment in debt securities | 25 | 25 | 500 | |||||||||
Investments in private companies accounted for as debt securities | 25 | 25 | $ 501 | |||||||||
Convertible debt securities | Trip.com Group, Convertible Senior Note, September 2016 | Short-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Term of available-for-sale debt securities | 6 years | |||||||||||
Convertible debt securities | Trip.com Group, Convertible Senior Note, December 2015 | Short-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Term of available-for-sale debt securities | 10 years | |||||||||||
Investments in private companies, equity securities | Long-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Fair value of investment in equity securities of private companies | 325 | 325 | $ 455 | |||||||||
Investment in equity securities of private companies | 66 | 66 | 552 | |||||||||
Investments in private companies, equity securities | Didi Chuxing | Long-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Fair value of investment in equity securities of private companies | $ 400 | 400 | ||||||||||
Impairment of investment | $ 100 | |||||||||||
Investments in private companies, equity securities | Yanolja Co., Ltd | Long-term Investments | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Fair value of investment in equity securities of private companies | 306 | 306 | ||||||||||
Investment in equity securities of private companies | $ 51 | $ 51 | $ 51 | |||||||||
Redeemable convertible preferred stock | Grab | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Payments to acquire other investments | $ 200 | |||||||||||
[1] | See Note 5 for additional information related to the net (losses) gains on equity securities and impairment of investment. |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Carried at Fair Value (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
LIABILITIES: | ||||||||
Impairment of investment | [1] | $ 0 | $ 100 | $ 0 | ||||
Goodwill | 2,887 | [2] | 1,895 | [2] | 2,913 | |||
Impairment of goodwill | 0 | 1,062 | $ 0 | |||||
OpenTable and KAYAK | ||||||||
LIABILITIES: | ||||||||
Goodwill | $ 1,000 | $ 1,500 | ||||||
Impairment of goodwill | $ 573 | 489 | 0 | 1,062 | ||||
Investments in private companies, equity securities | Long-term investments | ||||||||
LIABILITIES: | ||||||||
Carrying Value | 325 | 455 | ||||||
Investments in private companies, equity securities | Long-term investments | Didi Chuxing | ||||||||
LIABILITIES: | ||||||||
Carrying Value | 400 | 400 | ||||||
Impairment of investment | 100 | |||||||
Recurring fair value measurements | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 13,315 | 14,054 | ||||||
Recurring fair value measurements | Foreign currency exchange derivatives | Not designated as hedging instrument | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 5 | 9 | ||||||
LIABILITIES: | ||||||||
Total liabilities at fair value | 11 | 7 | ||||||
Recurring fair value measurements | Money market fund investments | Cash equivalents and restricted cash equivalents | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 10,410 | 10,208 | ||||||
Recurring fair value measurements | Time deposits and certificates of deposit | Cash equivalents and restricted cash equivalents | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 25 | 32 | ||||||
Recurring fair value measurements | Convertible debt securities | Short-term Investments | Trip.com Group | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 25 | 501 | ||||||
Recurring fair value measurements | Convertible debt securities | Long-term investments | Trip.com Group | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 24 | |||||||
Recurring fair value measurements | Investments in private companies, debt securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 200 | |||||||
Recurring fair value measurements | Equity securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 2,850 | 3,080 | ||||||
Recurring fair value measurements | Level 1 | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 13,285 | 13,320 | ||||||
Recurring fair value measurements | Level 1 | Foreign currency exchange derivatives | Not designated as hedging instrument | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 0 | ||||||
LIABILITIES: | ||||||||
Total liabilities at fair value | 0 | 0 | ||||||
Recurring fair value measurements | Level 1 | Money market fund investments | Cash equivalents and restricted cash equivalents | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 10,410 | 10,208 | ||||||
Recurring fair value measurements | Level 1 | Time deposits and certificates of deposit | Cash equivalents and restricted cash equivalents | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 25 | 32 | ||||||
Recurring fair value measurements | Level 1 | Convertible debt securities | Short-term Investments | Trip.com Group | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 0 | ||||||
Recurring fair value measurements | Level 1 | Convertible debt securities | Long-term investments | Trip.com Group | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | |||||||
Recurring fair value measurements | Level 1 | Investments in private companies, debt securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | |||||||
Recurring fair value measurements | Level 1 | Equity securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 2,850 | 3,080 | ||||||
Recurring fair value measurements | Level 2 | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 30 | 534 | ||||||
Recurring fair value measurements | Level 2 | Foreign currency exchange derivatives | Not designated as hedging instrument | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 5 | 9 | ||||||
LIABILITIES: | ||||||||
Total liabilities at fair value | 11 | 7 | ||||||
Recurring fair value measurements | Level 2 | Money market fund investments | Cash equivalents and restricted cash equivalents | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 0 | ||||||
Recurring fair value measurements | Level 2 | Time deposits and certificates of deposit | Cash equivalents and restricted cash equivalents | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 0 | ||||||
Recurring fair value measurements | Level 2 | Convertible debt securities | Short-term Investments | Trip.com Group | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 25 | 501 | ||||||
Recurring fair value measurements | Level 2 | Convertible debt securities | Long-term investments | Trip.com Group | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 24 | |||||||
Recurring fair value measurements | Level 2 | Investments in private companies, debt securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | |||||||
Recurring fair value measurements | Level 2 | Equity securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 0 | ||||||
Recurring fair value measurements | Level 3 | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 200 | ||||||
Recurring fair value measurements | Level 3 | Foreign currency exchange derivatives | Not designated as hedging instrument | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 0 | ||||||
LIABILITIES: | ||||||||
Total liabilities at fair value | 0 | 0 | ||||||
Recurring fair value measurements | Level 3 | Money market fund investments | Cash equivalents and restricted cash equivalents | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 0 | ||||||
Recurring fair value measurements | Level 3 | Time deposits and certificates of deposit | Cash equivalents and restricted cash equivalents | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 0 | ||||||
Recurring fair value measurements | Level 3 | Convertible debt securities | Short-term Investments | Trip.com Group | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 0 | ||||||
Recurring fair value measurements | Level 3 | Convertible debt securities | Long-term investments | Trip.com Group | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | |||||||
Recurring fair value measurements | Level 3 | Investments in private companies, debt securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 200 | |||||||
Recurring fair value measurements | Level 3 | Equity securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | 0 | ||||||
Nonrecurring fair value measurements | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 1,404 | |||||||
Nonrecurring fair value measurements | Investments in private companies, equity securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 325 | [3] | 404 | [4] | ||||
Nonrecurring fair value measurements | Investments in private companies, equity securities | Long-term investments | Didi Chuxing | ||||||||
LIABILITIES: | ||||||||
Carrying Value | $ 400 | |||||||
Nonrecurring fair value measurements | Goodwill | OpenTable and KAYAK | ||||||||
ASSETS: | ||||||||
Total assets at fair value | [5] | 1,000 | ||||||
Nonrecurring fair value measurements | Level 1 | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | |||||||
Nonrecurring fair value measurements | Level 1 | Investments in private companies, equity securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | [3] | 0 | [4] | ||||
Nonrecurring fair value measurements | Level 1 | Goodwill | OpenTable and KAYAK | ||||||||
ASSETS: | ||||||||
Total assets at fair value | [5] | 0 | ||||||
Nonrecurring fair value measurements | Level 2 | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 0 | |||||||
Nonrecurring fair value measurements | Level 2 | Investments in private companies, equity securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 325 | [3] | 0 | [4] | ||||
Nonrecurring fair value measurements | Level 2 | Goodwill | OpenTable and KAYAK | ||||||||
ASSETS: | ||||||||
Total assets at fair value | [5] | 0 | ||||||
Nonrecurring fair value measurements | Level 3 | ||||||||
ASSETS: | ||||||||
Total assets at fair value | 1,404 | |||||||
Nonrecurring fair value measurements | Level 3 | Investments in private companies, equity securities | Long-term investments | ||||||||
ASSETS: | ||||||||
Total assets at fair value | $ 0 | [3] | 404 | [4] | ||||
Nonrecurring fair value measurements | Level 3 | Goodwill | OpenTable and KAYAK | ||||||||
ASSETS: | ||||||||
Total assets at fair value | [5] | $ 1,000 | ||||||
[1] | See Note 5 for additional information related to the net (losses) gains on equity securities and impairment of investment. | |||||||
[2] | The balance of goodwill as of December 31, 2021 and 2020 is stated net of cumulative impairment charges of $2.0 billion. | |||||||
[3] | During the year ended December 31, 2021, the Company recorded upward adjustments to its investments in equity securities of private companies based on observable price changes in orderly transactions for identical or similar investments of the same issuer (see Note 5). | |||||||
[4] | At March 31, 2020, the investment in DiDi was written down to its estimated fair value of $400 million, resulting in an impairment charge of $100 million (see Note 5). | |||||||
[5] | At March 31, 2020, the goodwill of the OpenTable and KAYAK reporting unit was written down to its estimated fair value of $1.5 billion, resulting in an impairment charge of $489 million. At September 30, 2020, th e goodwill was further written down to its estimated fair value of $1.0 billion, resulting in an additional impairment charge of $573 million (see |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Recurring (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Debt Securities | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Balance, beginning of year | [1] | $ 250 | $ 200 | [2] | $ 250 | ||
Unrealized gains (losses) | 265 | [2] | 0 | [1] | |||
Transfers out of Level 3 | (465) | [2] | (50) | [1] | |||
Balance, end of year | [2] | 0 | $ 200 | [1] | |||
Debt Securities | Grab | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Debt securities, available-for-sale, unrealized gain (loss) | $ 265 | ||||||
Long-term Investments | Grab | Redeemable convertible preferred stock | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Debt securities, available-for-sale, unrealized gain (loss) | $ 20 | $ (20) | |||||
[1] | The Company recognized an unrealized loss of $20 million during the three months ended March 31, 2020 and an unrealized gain of $20 million during the three months ended June 30, 2020 related to the investment in Grab Holdings Inc., which is recorded in "Accumulated other comprehensive loss" in the Consolidated Balance Sheet. During the year ended December 31, 2020, the Company's investment in Yanolja was reclassified as equity securities without readily determinable fair value due to changes in the redemption features of the preferred shares. | ||||||
[2] | In December 2021, as a result of the Grab Transaction, the Company’s investment in Grab was reclassified as equity securities with readily determinable fair values (see Note 5) and the aggregate unrealized gains of $265 million was reclassified from "Accumulated other comprehensive loss" in the Consolidated Balance Sheet to "Other income (expense), net" in the Consolidated Statement of Operation for the year ended December 31, 2021 (see Note 14) |
FAIR VALUE MEASUREMENTS - Inves
FAIR VALUE MEASUREMENTS - Investments (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Recurring Basis | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Estimated fair value of derivative assets | $ 13,315 | $ 14,054 | ||
Recurring Basis | Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Estimated fair value of derivative assets | 0 | 200 | ||
Investments in private companies, equity securities | Long-term Investments | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value of investment in equity securities of private companies | 325 | 455 | ||
Grab | Long-term Investments | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Equity securities, noncurrent | 301 | |||
Grab | Redeemable convertible preferred stock | Long-term Investments | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Debt securities, available-for-sale, unrealized gain (loss) | $ 20 | $ (20) | ||
Grab | Redeemable convertible preferred stock | Long-term Investments | Recurring Basis | Level 3 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Estimated fair value of derivative assets | 200 | |||
Didi Chuxing | Long-term Investments | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Equity securities, noncurrent | $ 195 | |||
Didi Chuxing | Investments in private companies, equity securities | Long-term Investments | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value of investment in equity securities of private companies | $ 400 | $ 400 |
FAIR VALUE MEASUREMENTS - Estim
FAIR VALUE MEASUREMENTS - Estimated Fair Values and Notional Amounts of Derivatives (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | |||||
Losses on foreign currency exchange derivatives | $ 30 | $ 31 | $ 19 | ||
Recurring Basis | |||||
Derivative [Line Items] | |||||
Estimated fair value of derivative assets | 13,315 | 14,054 | |||
Not Designated as Hedging Instrument | Recurring Basis | Foreign currency exchange derivatives | |||||
Derivative [Line Items] | |||||
Estimated fair value of derivative assets | 5 | 9 | |||
Estimated fair value of derivative liabilities | 11 | 7 | |||
Designated as Hedging Instrument | Treasury Lock | Cash Flow Hedging | |||||
Derivative [Line Items] | |||||
Notional amount: | $ 1,800 | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | $ 15 | ||||
Payments for hedge, financing activities | $ 15 | ||||
Level 2 | Recurring Basis | |||||
Derivative [Line Items] | |||||
Estimated fair value of derivative assets | 30 | 534 | |||
Level 2 | Not Designated as Hedging Instrument | Recurring Basis | Foreign currency exchange derivatives | |||||
Derivative [Line Items] | |||||
Estimated fair value of derivative assets | 5 | 9 | |||
Estimated fair value of derivative liabilities | 11 | 7 | |||
Foreign currency purchases | Not Designated as Hedging Instrument | Foreign currency exchange derivatives | |||||
Derivative [Line Items] | |||||
Notional amount: | 840 | 898 | |||
Foreign currency sales | Not Designated as Hedging Instrument | Foreign currency exchange derivatives | |||||
Derivative [Line Items] | |||||
Notional amount: | $ 1,857 | $ 839 |
ACCOUNTS RECEIVABLE AND OTHER_3
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Receivables from customers, gross, current | $ 1,100 | $ 510 | |
Receivables from third-party payment processors, gross, current | 310 | 159 | |
Accounts receivable, credit loss expense | 48 | 216 | $ 69 |
Prepaid expenses, net | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Prepayments to certain customers | 67 | 107 | |
Other assets, net | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Prepayments to certain customers | 18 | 45 | |
Revenue | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, credit loss expense | $ 13 | $ 37 |
ACCOUNTS RECEIVABLE AND OTHER_4
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Summary of the Activity of the Allowance for Expected Credit Losses on Receivables (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, beginning of year | $ 166 | $ 49 | $ 51 |
Provision charged to earnings | 48 | 216 | 69 |
Write-offs and adjustments | (107) | (116) | (70) |
Foreign currency translation adjustments | (6) | 17 | (1) |
Balance, end of year | $ 101 | $ 166 | $ 49 |
ACCOUNTS RECEIVABLE AND OTHER_5
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract With Customer, Asset, Prepayments To Customers, Allowance for Credit Loss [Abstract] | |||
Balance, beginning of year | $ 55 | $ 6 | $ 10 |
Provision charged to expense | (4) | 51 | (4) |
Write-offs and adjustments | (5) | (2) | 0 |
Foreign currency translation adjustments | 1 | 0 | 0 |
Balance, end of period | $ 47 | $ 55 | $ 6 |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Weighted-average number of basic common shares outstanding | 41,042,000 | 40,974,000 | 43,082,000 |
Weighted-average dilutive stock options, restricted stock units and performance share units | 209,000 | 158,000 | 203,000 |
Assumed conversion of convertible senior notes | 111,000 | 28,000 | 224,000 |
Weighted-average number of diluted common and common equivalent shares outstanding | 41,362,000 | 41,160,000 | 43,509,000 |
Antidilutive securities excluded from computation of earnings per share, amount | 12,722 | 124,922 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,127 | $ 1,909 |
Less: Accumulated depreciation | (1,305) | (1,153) |
Property and equipment, net | 822 | 756 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 728 | 746 |
Computer equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (years) | 2 years | |
Computer equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (years) | 6 years | |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 742 | 565 |
Capitalized software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (years) | 2 years | |
Capitalized software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (years) | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 268 | 278 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (years) | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (years) | 15 years | |
Office equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 61 | 63 |
Office equipment, furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (years) | 2 years | |
Office equipment, furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (years) | 8 years | |
Building construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 328 | $ 257 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 259 | $ 291 | $ 294 |
Noncash investing activity related to additions to property and equipment, including stock-based compensation and accrued liabilities, amount | 51 | 4 | 15 |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Additions to property and equipment | $ 191 | $ 144 | $ 109 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Weighted-average discount rate | 2.00% | 2.20% |
Weighted average remaining lease term | 8 years 4 months 24 days | 8 years 1 month 6 days |
Minimum lease payments related to operating lease which have not yet commenced | $ 33 | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term of operating leases which have not yet commenced | 6 years |
LEASES - Operating Leases Recog
LEASES - Operating Leases Recognized in the Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease assets | $ 496 | $ 529 |
Lease Liabilities: | ||
Current operating lease liabilities | 143 | 159 |
Non-current operating lease liabilities | 351 | 366 |
Total operating lease liabilities | $ 494 | $ 525 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
LEASES - Operating Leases Rec_2
LEASES - Operating Leases Recognized in the Statement of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Lease expense | $ 185 | $ 194 | $ 183 |
Variable lease expense | 46 | 46 | 56 |
Less: Sublease income | (3) | (2) | (2) |
Total lease expense, net of sublease income | $ 228 | $ 238 | $ 237 |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 151 | |
2023 | 100 | |
2024 | 59 | |
2025 | 49 | |
2026 | 39 | |
Thereafter | 152 | |
Total remaining lease payments | 550 | |
Less: Imputed interest | (56) | |
Total operating lease liabilities | $ 494 | $ 525 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information Related To Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Cash paid for amounts included in the measurement of lease liabilities | $ 186 | $ 200 | $ 189 |
Operating lease assets obtained in exchange for lease liabilities | $ 162 | $ 67 | $ 155 |
GOODWILL, INTANGIBLE ASSETS A_3
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Changes in the Balance of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Goodwill [Roll Forward] | |||||
Balance, beginning of year | $ 1,895 | [1] | $ 2,913 | ||
Acquisitions | 1,022 | 0 | |||
Impairments | 0 | (1,062) | $ 0 | ||
Foreign currency translation adjustments | (30) | 44 | |||
Balance, end of year | 2,887 | [1] | 1,895 | [1] | $ 2,913 |
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||
Cumulative impairment charges | $ 2,000 | $ 2,000 | |||
[1] | The balance of goodwill as of December 31, 2021 and 2020 is stated net of cumulative impairment charges of $2.0 billion. |
GOODWILL, INTANGIBLE ASSETS A_4
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Goodwill [Line Items] | |||||||
Impairment of goodwill | $ 0 | $ 1,062 | $ 0 | ||||
Goodwill | 2,887 | [1] | 1,895 | [1] | 2,913 | ||
Intangible assets amortization expense | 162 | 167 | $ 175 | ||||
OpenTable and KAYAK | |||||||
Goodwill [Line Items] | |||||||
Impairment of goodwill | $ 573 | $ 489 | $ 0 | $ 1,062 | |||
Goodwill | $ 1,000 | $ 1,500 | |||||
Sensitivity Analysis, Reporting Unit, Change in Growth Rate | 1.00% | ||||||
Potential increase in fair value from 1% point increase in profitability growth rate | $ 100 | ||||||
Potential decrease in fair value from 1% point decrease in profitability growth rate | $ 100 | ||||||
Sensitivity Analysis, Reporting Unit, Change in Discount Rate | 0.50% | ||||||
Potential decrease in fair value due to 0.5% increase in discount rate | $ 65 | ||||||
Potential increase in fair value due to 0.5% decrease in discount rate | $ 70 | ||||||
[1] | The balance of goodwill as of December 31, 2021 and 2020 is stated net of cumulative impairment charges of $2.0 billion. |
GOODWILL, INTANGIBLE ASSETS A_5
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-lived intangible assets | ||
Gross Carrying Amount | $ 3,561 | $ 3,180 |
Accumulated Amortization | (1,504) | (1,368) |
Net Carrying Amount | 2,057 | 1,812 |
Supply and distribution agreements | ||
Finite-lived intangible assets | ||
Gross Carrying Amount | 1,407 | 1,136 |
Accumulated Amortization | (591) | (552) |
Net Carrying Amount | $ 816 | 584 |
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 | $ 297 | 174 |
Accumulated Amortization | (151) | (144) |
Net Carrying Amount | $ 146 | 30 |
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 | $ 41 | 44 |
Accumulated Amortization | (36) | (37) |
Net Carrying Amount | $ 5 | 7 |
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 | $ 1,814 | 1,824 |
Accumulated Amortization | (724) | (633) |
Net Carrying Amount | $ 1,090 | 1,191 |
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 | 2 |
Accumulated Amortization | (2) | (2) |
Net Carrying Amount | $ 0 | $ 0 |
Other intangible assets | Maximum | ||
Finite-lived intangible assets | ||
Amortization Period | 15 years |
GOODWILL, INTANGIBLE ASSETS A_6
GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS - Annual Estimated Amortization Expense for Intangible Assets (Details) $ in Millions | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 224 |
2023 | 222 |
2024 | 221 |
2025 | 215 |
2026 | 180 |
Thereafter | 995 |
Total | $ 2,057 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) $ / shares in Units, € in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Apr. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Apr. 30, 2020USD ($)day$ / shares | Aug. 31, 2019USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | Mar. 31, 2021EUR (€) | Aug. 31, 2014USD ($) | May 31, 2013USD ($) | ||
Debt Instrument [Line Items] | ||||||||||||||||
Loss on early extinguishment of debt | [1] | $ 242,000,000 | $ 0 | $ 0 | ||||||||||||
Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Payment to redeem debt | $ 2,000,000,000 | |||||||||||||||
Carrying value of long-term debt | $ 10,200,000,000 | $ 10,200,000,000 | $ 10,300,000,000 | |||||||||||||
0.75% Convertible Senior Notes due May 2025 | Convertible Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | $ 863,000,000 | |||||||||||||||
Stated interest rate | 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 | 130.00% | |||||||||||||||
If-converted value over the aggregate principal amount | $ 166,000,000 | |||||||||||||||
Effective interest rate | 4.10% | |||||||||||||||
Debt discount related to convertible notes, net of tax | $ 100,000,000 | |||||||||||||||
Debt discount related to convertible notes, before tax | $ 130,000,000 | |||||||||||||||
Outstanding Principal Amount | $ 863,000,000 | $ 863,000,000 | $ 863,000,000 | |||||||||||||
0.9% Convertible Senior Notes due September 2021 | Convertible Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | $ 1,000,000,000 | |||||||||||||||
Stated interest rate | 0.90% | |||||||||||||||
Payments related to principal amount | $ 1,000,000,000 | |||||||||||||||
Cash payment of the conversion value in excess of the principal amount | $ 86,000,000 | |||||||||||||||
Effective interest rate | 3.18% | |||||||||||||||
Debt discount related to convertible notes, net of tax | $ 83,000,000 | |||||||||||||||
Debt discount related to convertible notes, before tax | $ 143,000,000 | |||||||||||||||
0.35% Convertible Senior Notes due June 2020 | Convertible Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | $ 1,000,000,000 | |||||||||||||||
Stated interest rate | 0.35% | |||||||||||||||
Payments related to principal amount | $ 1,000,000,000 | |||||||||||||||
Cash payment of the conversion value in excess of the principal amount | $ 245,000,000 | |||||||||||||||
Effective interest rate | 3.13% | |||||||||||||||
0.1% (€950 Million) Senior Notes due March 2025 | Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | € | € 950 | |||||||||||||||
Stated interest rate | 0.10% | 0.10% | 0.10% | 0.10% | ||||||||||||
Effective interest rate | [2] | 0.30% | ||||||||||||||
Outstanding Principal Amount | $ 1,080,000,000 | $ 1,080,000,000 | € 950 | |||||||||||||
0.5% (€750 Million) Senior Notes due March 2028 | Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | € | € 750 | |||||||||||||||
Stated interest rate | 0.50% | 0.50% | 0.50% | 0.50% | ||||||||||||
Effective interest rate | [2] | 0.63% | ||||||||||||||
Outstanding Principal Amount | $ 853,000,000 | $ 853,000,000 | € 750 | |||||||||||||
4.1% Senior Notes due April 2025 | Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stated interest rate | 4.10% | |||||||||||||||
Outstanding Principal Amount | $ 1,000,000,000 | |||||||||||||||
Payment to redeem debt | 1,100,000,000 | |||||||||||||||
4.5% Senior Notes due April 2027 | Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stated interest rate | 4.50% | |||||||||||||||
Outstanding Principal Amount | $ 750,000,000 | |||||||||||||||
Payment to redeem debt | $ 868,000,000 | |||||||||||||||
4.1% Senior Notes Due April 2025 And 4.1% Senior Notes Due April 2027 | Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loss on early extinguishment of debt | 242,000,000 | |||||||||||||||
Level 2 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Estimated market value of outstanding senior notes | 12,100,000,000 | 12,100,000,000 | 14,000,000,000 | |||||||||||||
Minimum | 0.75% Convertible Senior Notes due May 2025 | Convertible Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
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 of shares | $ 0 | |||||||||||||||
Minimum | Euro-Denominated Debt | Designated as Hedging Instrument | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Carrying value of the portions of Euro-denominated debt, including accrued interest, designated as a net investment hedge | 2,500,000,000 | 1,800,000,000 | ||||||||||||||
Maximum | 0.75% Convertible Senior Notes due May 2025 | Convertible Senior Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
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 of shares | $ 235,000,000 | |||||||||||||||
Maximum | Euro-Denominated Debt | Designated as Hedging Instrument | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Carrying value of the portions of Euro-denominated debt, including accrued interest, designated as a net investment hedge | 5,100,000,000 | 3,200,000,000 | ||||||||||||||
Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility maximum borrowing capacity | $ 2,000,000,000 | $ 2,000,000,000 | ||||||||||||||
Term of revolving credit facility | 5 years | 5 years | ||||||||||||||
Line of credit, outstanding | $ 0 | 0 | 0 | |||||||||||||
Repayments of borrowings under credit facility | $ 400,000,000 | |||||||||||||||
Proceeds from borrowings under credit facility | $ 400,000,000 | |||||||||||||||
Weighted-average interest rate | 3.50% | |||||||||||||||
Debt instrument, minimum liquidity covenant, amount | 4,500,000,000 | |||||||||||||||
Debt instrument, covenant, required minimum liquidity on a pro forma basis required for cash distribution and share repurchases | 6,000,000,000 | |||||||||||||||
Revolving Credit Facility | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility commitment fee percentage on undrawn balances | 0.07% | |||||||||||||||
Revolving Credit Facility | Minimum | Euro Interbank Offered Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Reference rate | 0.00% | |||||||||||||||
Revolving Credit Facility | Minimum | Sterling Overnight Index Average | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Reference rate | 0.00% | |||||||||||||||
Revolving credit facility interest rate | 0.875% | |||||||||||||||
Revolving Credit Facility | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility commitment fee percentage on undrawn balances | 0.20% | |||||||||||||||
Revolving Credit Facility | Maximum | Sterling Overnight Index Average | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility interest rate | 1.50% | |||||||||||||||
Revolving Credit Facility | Rate 1 | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Reference rate | 0.00% | |||||||||||||||
Revolving credit facility interest rate | 0.875% | |||||||||||||||
Revolving Credit Facility | Rate 1 | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility interest rate | 1.50% | |||||||||||||||
Revolving Credit Facility | Rate 2B | U. S. Federal Funds Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility interest rate | 0.50% | |||||||||||||||
Revolving Credit Facility | Rate 2C | One Month LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility interest rate | 1.00% | |||||||||||||||
Revolving Credit Facility | Rate 2C | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility interest rate | 0.00% | |||||||||||||||
Revolving Credit Facility | Rate 2C | Minimum | One Month LIBOR | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Reference rate | 0.00% | |||||||||||||||
Revolving Credit Facility | Rate 2C | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility interest rate | 0.50% | |||||||||||||||
Letter of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility maximum borrowing capacity | $ 80,000,000 | |||||||||||||||
Letters of credit outstanding | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | |||||||||||||
Swingline Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolving credit facility maximum borrowing capacity | $ 100,000,000 | |||||||||||||||
[1] | See Note 12 for additional information related to the loss on early extinguishment of debt. | |||||||||||||||
[2] | Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt. |
DEBT - Schedule of Outstanding
DEBT - Schedule of Outstanding Debt (Details) € in Millions, $ in Millions | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Mar. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | Apr. 30, 2020USD ($) | Aug. 31, 2017 | Mar. 31, 2017 | May 31, 2016 | Nov. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Aug. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Carrying Value | $ 1,989 | $ 985 | |||||||||||
Long-term debt | 8,937 | 11,029 | |||||||||||
Total long-term debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Outstanding Principal Amount | 9,070 | 11,201 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (133) | (172) | |||||||||||
Long-term debt | 8,937 | $ 11,029 | |||||||||||
Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Outstanding Principal Amount | 1,990 | ||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (1) | ||||||||||||
Carrying Value | $ 1,989 | ||||||||||||
0.8% (€1 Billion) Senior Notes due March 2022 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 0.80% | 0.80% | 0.80% | ||||||||||
Face amount of debt | € | € 1,000 | ||||||||||||
Outstanding Principal Amount | $ 1,223 | ||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (1) | ||||||||||||
Long-term debt | $ 1,222 | ||||||||||||
0.8% (€1 Billion) Senior Notes due March 2022 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 0.80% | 0.80% | |||||||||||
Face amount of debt | € | € 1,000 | ||||||||||||
Outstanding Principal Amount | $ 1,137 | ||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | 0 | ||||||||||||
Carrying Value | $ 1,137 | ||||||||||||
2.15% (€750 Million) Senior Notes due November 2022 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 2.15% | 2.15% | 2.15% | ||||||||||
Face amount of debt | € | € 750 | ||||||||||||
Outstanding Principal Amount | $ 919 | ||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (4) | ||||||||||||
Long-term debt | $ 915 | ||||||||||||
2.15% (€750 Million) Senior Notes due November 2022 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 2.15% | 2.15% | |||||||||||
Face amount of debt | € | € 750 | ||||||||||||
Outstanding Principal Amount | $ 853 | ||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (1) | ||||||||||||
Carrying Value | $ 852 | ||||||||||||
2.75% Senior Notes due March 2023 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 2.75% | 2.75% | 2.75% | 2.75% | 2.75% | ||||||||
Outstanding Principal Amount | $ 500 | $ 500 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (1) | (1) | |||||||||||
Long-term debt | $ 499 | $ 499 | |||||||||||
2.375% (€1 Billion) Senior Notes due September 2024 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 2.375% | 2.375% | 2.375% | 2.375% | 2.375% | ||||||||
Face amount of debt | € | € 1,000 | € 1,000 | |||||||||||
Outstanding Principal Amount | $ 1,137 | $ 1,223 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (5) | (7) | |||||||||||
Long-term debt | $ 1,132 | $ 1,216 | |||||||||||
3.65% Senior Notes due March 2025 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 3.65% | 3.65% | 3.65% | 3.65% | 3.65% | ||||||||
Outstanding Principal Amount | $ 500 | $ 500 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (1) | (2) | |||||||||||
Long-term debt | $ 499 | $ 498 | |||||||||||
0.1% (€950 Million) Senior Notes due March 2025 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 0.10% | 0.10% | 0.10% | ||||||||||
Face amount of debt | € | € 950 | ||||||||||||
Outstanding Principal Amount | $ 1,080 | € 950 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (4) | ||||||||||||
Long-term debt | $ 1,076 | ||||||||||||
0.75% Convertible Senior Notes due May 2025 | Convertible Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 0.75% | 0.75% | 0.75% | 0.75% | 0.75% | ||||||||
Face amount of debt | $ 863 | ||||||||||||
Outstanding Principal Amount | $ 863 | $ 863 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (99) | (128) | |||||||||||
Long-term debt | $ 764 | $ 735 | |||||||||||
3.6% Senior Notes due June 2026 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 3.60% | 3.60% | 3.60% | 3.60% | 3.60% | ||||||||
Outstanding Principal Amount | $ 1,000 | $ 1,000 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (4) | (4) | |||||||||||
Long-term debt | $ 996 | $ 996 | |||||||||||
1.8% (€1 Billion) Senior Notes due March 2027 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 1.80% | 1.80% | 1.80% | 1.80% | 1.80% | ||||||||
Face amount of debt | € | € 1,000 | € 1,000 | |||||||||||
Outstanding Principal Amount | $ 1,137 | $ 1,223 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (3) | (2) | |||||||||||
Long-term debt | $ 1,134 | $ 1,221 | |||||||||||
3.55% Senior Notes due March 2028 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 3.55% | 3.55% | 3.55% | 3.55% | 3.55% | ||||||||
Outstanding Principal Amount | $ 500 | $ 500 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (2) | (2) | |||||||||||
Long-term debt | $ 498 | $ 498 | |||||||||||
0.5% (€750 Million) Senior Notes due March 2028 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 0.50% | 0.50% | 0.50% | ||||||||||
Face amount of debt | € | € 750 | ||||||||||||
Outstanding Principal Amount | $ 853 | € 750 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (5) | ||||||||||||
Long-term debt | $ 848 | ||||||||||||
4.625% Senior Notes due April 2030 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 4.625% | 4.625% | 4.625% | 4.625% | 4.625% | ||||||||
Outstanding Principal Amount | $ 1,500 | $ 1,500 | |||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (9) | (11) | |||||||||||
Long-term debt | $ 1,491 | $ 1,489 | |||||||||||
0.9% Convertible Senior Notes due September 2021 | Convertible Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 0.90% | ||||||||||||
Face amount of debt | $ 1,000 | ||||||||||||
0.9% Convertible Senior Notes due September 2021 | Convertible Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 0.90% | 0.90% | |||||||||||
Outstanding Principal Amount | $ 1,000 | ||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (15) | ||||||||||||
Carrying Value | $ 985 | ||||||||||||
4.1% Senior Notes due April 2025 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 4.10% | 4.10% | |||||||||||
Outstanding Principal Amount | $ 1,000 | ||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (5) | ||||||||||||
Long-term debt | $ 995 | ||||||||||||
4.5% Senior Notes due April 2027 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate | 4.50% | 4.50% | |||||||||||
Outstanding Principal Amount | $ 750 | ||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (5) | ||||||||||||
Long-term debt | $ 745 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Amortization of debt discount and debt issuance costs | $ 54 | $ 64 | $ 58 |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Coupon interest expense | 13 | 15 | 12 |
Amortization of debt discount and debt issuance costs | 43 | 54 | 50 |
Total interest expense | $ 56 | $ 69 | $ 62 |
Weighted-average effective interest rate | 3.80% | 3.50% | 3.20% |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Coupon interest expense | $ 257 | $ 264 | $ 160 |
Amortization of debt discount and debt issuance costs | 10 | 9 | 6 |
Total interest expense | $ 267 | $ 273 | $ 166 |
DEBT - Summary of Information R
DEBT - Summary of Information Related to Other Senior Notes Outstanding (Details) - Senior Notes | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Aug. 31, 2017 | Mar. 31, 2017 | May 31, 2016 | Nov. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | |
0.8% (€1 Billion) Senior Notes due March 2022 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 0.80% | 0.80% | |||||||||
Effective interest rate | [1] | 0.94% | |||||||||
2.15% (€750 Million) Senior Notes due November 2022 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 2.15% | 2.15% | |||||||||
Effective interest rate | [1] | 2.27% | |||||||||
2.75% Senior Notes due March 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 2.75% | 2.75% | 2.75% | ||||||||
Effective interest rate | [1] | 2.88% | |||||||||
2.375% (€1 Billion) Senior Notes due September 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 2.375% | 2.375% | 2.375% | ||||||||
Effective interest rate | [1] | 2.54% | |||||||||
3.65% Senior Notes due March 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 3.65% | 3.65% | 3.65% | ||||||||
Effective interest rate | [1] | 3.76% | |||||||||
0.1% (€950 Million) Senior Notes due March 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 0.10% | 0.10% | |||||||||
Effective interest rate | [1] | 0.30% | |||||||||
3.6% Senior Notes due June 2026 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 3.60% | 3.60% | 3.60% | ||||||||
Effective interest rate | [1] | 3.70% | |||||||||
1.8% (€1 Billion) Senior Notes due March 2027 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 1.80% | 1.80% | 1.80% | ||||||||
Effective interest rate | [1] | 1.86% | |||||||||
3.55% Senior Notes due March 2028 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 3.55% | 3.55% | 3.55% | ||||||||
Effective interest rate | [1] | 3.63% | |||||||||
0.5% (€750 Million) Senior Notes due March 2028 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 0.50% | 0.50% | |||||||||
Effective interest rate | [1] | 0.63% | |||||||||
4.625% Senior Notes due April 2030 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 4.625% | 4.625% | 4.625% | ||||||||
Effective interest rate | [1] | 4.72% | |||||||||
[1] | Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt. |
TREASURY STOCK - Narrative (Det
TREASURY STOCK - Narrative (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Feb. 22, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Payments for repurchase of common stock | $ 163,000,000 | $ 1,303,000,000 | $ 8,187,000,000 | |
Stock repurchase program, expected time to complete | 3 years | |||
Remittances of employee withholding taxes | $ 163,000,000 | 141,000,000 | 151,000,000 | |
Subsequent Event | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Payments for repurchase of common stock | $ 500,000,000 | |||
2019 Share Repurchase Program | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Remaining authorization to repurchase common stock | $ 10,400,000,000 | $ 10,400,000,000 | ||
Amount of common stock repurchases authorized | $ 15,000,000,000 |
TREASURY STOCK - Summary of Sto
TREASURY STOCK - Summary of Stock Repurchase Activities (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity, Class of Treasury Stock [Line Items] | |||
Repurchases (in shares) | 71 | 685 | 4,445 |
Total Repurchases | $ 162 | $ 1,264 | $ 8,153 |
General authorization for shares withheld on stock award vesting (in shares) | 71 | 84 | 87 |
General authorization for shares withheld on stock award vesting | $ 162 | $ 142 | $ 151 |
Shares repurchased in December and settled in following January (in shares) | 0 | 0 | 19 |
Shares repurchased in December and settled in following January | $ 0 | $ 0 | $ 40 |
Authorized stock repurchase programs | |||
Equity, Class of Treasury Stock [Line Items] | |||
Repurchases (in shares) | 0 | 601 | 4,358 |
Total Repurchases | $ 0 | $ 1,122 | $ 8,002 |
CHANGES IN ACCUMULATED OTHER _3
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2020 | Aug. 31, 2019 | |||
Total, net of tax | |||||||
Balance, beginning of period | $ 4,893 | $ 5,933 | $ 8,785 | ||||
OCI before reclassifications | 135 | 55 | 114 | ||||
Amounts reclassified to net income | [2] | (161) | [1] | 18 | 11 | ||
Total other comprehensive (loss) income, net of tax | (26) | 73 | 125 | ||||
Balance, end of period | 6,178 | 4,893 | 5,933 | ||||
Convertible debt securities | Trip.com Group | |||||||
Total, net of tax | |||||||
Investment in convertible notes | 500 | 525 | $ 250 | $ 500 | |||
Foreign currency translation adjustments | |||||||
Total, net of tax | |||||||
Balance, beginning of period | (89) | (139) | (129) | ||||
OCI before reclassifications | (57) | 50 | (10) | ||||
Amounts reclassified to net income | [2] | 0 | [1] | 0 | 0 | ||
Total other comprehensive (loss) income, net of tax | (57) | 50 | (10) | ||||
Balance, end of period | (146) | (89) | (139) | ||||
Foreign currency translation adjustments | Foreign Exchange Forward | Net Investment Hedging | |||||||
Before tax | |||||||
Balance, beginning of period | (53) | (53) | (53) | ||||
Balance, end of period | (53) | (53) | (53) | ||||
Total, net of tax | |||||||
Balance, beginning of period | (35) | (35) | (35) | ||||
Balance, end of period | (35) | (35) | (35) | ||||
Foreign Currency Translation Adjustments - Foreign Currency Translation | |||||||
Before tax | |||||||
Balance, beginning of period | 11 | (186) | (109) | ||||
OCI before reclassifications | (287) | 197 | (77) | ||||
Amounts reclassified to net income | [2] | 0 | [1] | 0 | 0 | ||
OCI for the period | (287) | 197 | (77) | ||||
Balance, end of period | (276) | 11 | (186) | ||||
Tax | |||||||
Balance, beginning of period | [3] | 47 | 54 | 41 | |||
OCI before reclassifications | [3] | 20 | (7) | 13 | |||
Amounts reclassified to net income | [2],[3] | 0 | [1] | 0 | 0 | ||
OCI for the period | [3] | 20 | (7) | 13 | |||
Balance, end of period | [3] | 67 | 47 | 54 | |||
Foreign Currency Translation Adjustments - Net Investment Hedges | |||||||
Before tax | |||||||
Balance, beginning of period | [4] | (184) | (2) | (73) | |||
OCI before reclassifications | [4] | 275 | (182) | 71 | |||
Amounts reclassified to net income | [2],[4] | 0 | [1] | 0 | 0 | ||
OCI for the period | [4] | 275 | (182) | 71 | |||
Balance, end of period | [4] | 91 | (184) | (2) | |||
Tax | |||||||
Balance, beginning of period | [4] | 37 | (5) | 12 | |||
OCI before reclassifications | [4] | (65) | 42 | (17) | |||
Amounts reclassified to net income | [2],[4] | 0 | [1] | 0 | 0 | ||
OCI for the period | [4] | (65) | 42 | (17) | |||
Balance, end of period | [4] | (28) | 37 | (5) | |||
Unrealized losses on cash flow hedges | |||||||
Before tax | |||||||
Balance, beginning of period | [5] | 0 | 0 | 0 | |||
OCI before reclassifications | [5] | (15) | 0 | 0 | |||
Amounts reclassified to net income | [2],[5] | 15 | [1] | 0 | 0 | ||
OCI for the period | [5] | 0 | 0 | 0 | |||
Balance, end of period | [5] | 0 | 0 | 0 | |||
Tax | |||||||
Balance, beginning of period | [5] | 0 | 0 | 0 | |||
OCI before reclassifications | [5] | 4 | 0 | 0 | |||
Amounts reclassified to net income | [2],[5] | (4) | [1] | 0 | 0 | ||
OCI for the period | [5] | 0 | 0 | 0 | |||
Balance, end of period | [5] | 0 | 0 | 0 | |||
Total, net of tax | |||||||
Balance, beginning of period | [5] | 0 | 0 | 0 | |||
OCI before reclassifications | [5] | (11) | 0 | 0 | |||
Amounts reclassified to net income | [2],[5] | 11 | [1] | 0 | 0 | ||
Total other comprehensive (loss) income, net of tax | [5] | 0 | 0 | 0 | |||
Balance, end of period | [5] | 0 | 0 | 0 | |||
Net unrealized gains (losses) on available-for-sale securities | |||||||
Before tax | |||||||
Balance, beginning of period | 3 | (7) | (157) | ||||
OCI before reclassifications | 265 | 6 | 161 | ||||
Amounts reclassified to net income | [2] | (265) | [1] | 4 | (11) | ||
OCI for the period | 0 | 10 | 150 | ||||
Balance, end of period | 3 | 3 | (7) | ||||
Tax | |||||||
Balance, beginning of period | (32) | (45) | (30) | ||||
OCI before reclassifications | (62) | (1) | (37) | ||||
Amounts reclassified to net income | [2] | 93 | [1] | 14 | 22 | ||
OCI for the period | 31 | 13 | (15) | ||||
Balance, end of period | (1) | (32) | (45) | ||||
Total, net of tax | |||||||
Balance, beginning of period | (29) | (52) | (187) | ||||
OCI before reclassifications | 203 | 5 | 124 | ||||
Amounts reclassified to net income | [2] | (172) | [1] | 18 | 11 | ||
Total other comprehensive (loss) income, net of tax | 31 | 23 | 135 | ||||
Balance, end of period | 2 | (29) | (52) | ||||
Net unrealized gains (losses) on available-for-sale securities | Grab | |||||||
Before tax | |||||||
Amounts reclassified to net income | (265) | ||||||
Total, net of tax | |||||||
Amounts reclassified to net income | (203) | ||||||
Net unrealized gains (losses) on available-for-sale securities | Convertible debt securities | Trip.com Group | |||||||
Tax | |||||||
Amounts reclassified to net income | 31 | 15 | 21 | ||||
Total AOCI, net of tax | |||||||
Total, net of tax | |||||||
Balance, beginning of period | (118) | (191) | (316) | ||||
Balance, end of period | $ (144) | $ (118) | $ (191) | ||||
[1] | For the year ended December 31, 2021, amounts reclassified to net income includes a gain of $203 million ($265 million before tax) related to the Company's investment in Grab, which was reclassified from available-for-sale debt securities to equity securities with readily determinable fair values (see Note 5). | ||||||
[2] | The reclassified net gains (losses) on available-for-sale securities, before tax, are included in "Other income (expense), net" and the reclassified tax (expenses) benefits are included in "Income tax expense" in the Consolidated Statements of Operations. The cost of marketable debt securities sold is determined using a first-in and first-out method. For the year ended December 31, 2021, the reclassified tax expenses include a tax expense of $31 million related to the redemption in December 2021 of the Company's investment of $500 million in Trip.com Group convertible senior notes (see Note 5). For the years ended December 31, 2020 and 2019, the reclassified tax expenses include a tax expense of $15 million and $21 million, related to the maturity in May 2020 of the Company's investment of $250 million in Trip.com Group convertible senior notes and the maturity in August 2019 of the Company's investment of $500 million in Trip.com Group convertible senior notes, respectively. | ||||||
[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 Tax Act. | ||||||
[4] | Net investment hedges balance at December 31, 2021 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 Notes 2 and 12). | ||||||
[5] | Relates to the reverse treasury lock agreements entered in March 2021 that were designated as cash flow hedges and settled in April 2021 (see Note 6). |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) € in Millions, $ in Millions | 12 Months Ended | |||||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021EUR (€) | Mar. 31, 2020USD ($) | Mar. 31, 2020EUR (€) | |
Income Tax Contingency [Line Items] | ||||||||
International pre-tax income | $ 1,900 | $ 2,600 | $ 5,700 | |||||
Domestic pre-tax (loss) income | (472) | (2,000) | 213 | |||||
Income tax benefit recorded to adjust the remeasurement of deferred tax balances due to the reduction of the U.S. federal statutory tax rate | $ 2 | |||||||
Income tax benefit recorded to adjust the provisional income tax expense relating to the federal one-time deemed repatriation liability | 8 | $ 17 | $ 46 | |||||
Tax credit carryforward, used in period | 115 | |||||||
Valuation allowance on deferred tax assets | 37 | 58 | ||||||
Gross interest and penalties accrued | $ 30 | $ 31 | ||||||
The Netherlands | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Prepaid Taxes | $ 175 | € 149 | $ 717 | € 660 | ||||
Innovation Box Tax rate | 9.00% | 7.00% | ||||||
Statutory rate (as a percent) | 25.00% | |||||||
Domestic Tax Authority | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Deferred tax assets, operating loss carryforwards, used in period | $ 108 | |||||||
NOLs utilized in period | 309 | |||||||
Operating loss carryforwards | 267 | |||||||
Valuation allowance on deferred tax assets | 11 | $ 40 | ||||||
State and Local Jurisdiction | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Operating loss carryforwards | 536 | |||||||
Foreign Tax Authority | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Operating loss carryforwards | 700 | |||||||
Valuation allowance on deferred tax assets | 26 | 18 | ||||||
Research Tax Credit and Foreign Tax Credit Carryforwards | Domestic Tax Authority | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Tax credit carryforward | 23 | |||||||
Accrued expenses and other current liabilities | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Income taxes liability | $ 181 | $ 174 |
INCOME TAXES - Income Tax Expen
INCOME TAXES - Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
International | $ 665 | $ 320 | $ 915 |
U.S. Federal | 68 | (9) | 22 |
U.S. State | 12 | (16) | 34 |
Total | 745 | 295 | 971 |
Deferred | |||
International | (103) | (62) | (12) |
U.S. Federal | (323) | 296 | 166 |
U.S. State | (19) | (21) | (32) |
Total | (445) | 213 | 122 |
Total | |||
International | 562 | 258 | 903 |
U.S. Federal | (255) | 287 | 188 |
U.S. State | (7) | (37) | 2 |
Income tax expense | $ 300 | $ 508 | $ 1,093 |
INCOME TAXES - Net Deferred Tax
INCOME TAXES - Net Deferred Tax Assets/(Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets/(liabilities): | |||
Net operating loss carryforward — U.S. | $ 88 | $ 67 | |
Net operating loss carryforward — International | 137 | 81 | |
Accrued expenses | 50 | 47 | |
Stock-based compensation and other stock based payments | 50 | 40 | |
Foreign currency translation adjustment | 48 | 29 | |
Tax credits | 19 | 9 | |
Euro-denominated debt | 0 | 77 | |
Operating lease liabilities | 38 | 43 | |
Property and equipment | 95 | 11 | |
Other | 11 | 0 | |
Subtotal - deferred tax assets | 536 | 404 | |
Discount on convertible notes | (20) | (29) | |
Intangible assets and other | (192) | (119) | |
Euro-denominated debt | (20) | 0 | |
State income tax on accumulated unremitted international earnings | (8) | (5) | |
Unrealized gains on investments | (417) | (550) | |
Operating lease assets | (37) | (38) | |
Installment sale liability | (156) | (263) | |
Other | 0 | (14) | |
Subtotal - deferred tax liabilities | (850) | (1,018) | |
Valuation allowance on deferred tax assets | (37) | (58) | |
Net deferred tax liabilities | [1] | (351) | (672) |
Other assets, net | |||
Deferred tax assets/(liabilities): | |||
Deferred tax assets | $ 554 | $ 455 | |
[1] | Includes deferred tax assets of $554 million and $455 million at December 31, 2021 and 2020, respectively, reported in "Other assets, net" in the Consolidated Balance Sheets. |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of effective income tax rate and amount computed using expected U.S. statutory federal rate | |||
Income tax expense at U.S. federal statutory rate | $ 308 | $ 119 | $ 1,251 |
Adjustment due to: | |||
Foreign rate differential | 137 | 55 | 210 |
Innovation Box Tax benefit | (230) | (79) | (443) |
Goodwill impairment | 0 | 228 | 0 |
Stock-based compensation | 37 | 32 | 23 |
Federal GILTI | 17 | 73 | 36 |
State income tax (benefit) expense | (6) | (31) | 9 |
Valuation allowance | (19) | 36 | 1 |
Uncertain tax positions | 39 | 64 | 11 |
Tax Act - U.S. transition tax benefit and other transition impacts | 0 | (8) | (17) |
Other | 17 | 19 | 12 |
Income tax expense | $ 300 | $ 508 | $ 1,093 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unrecognized tax benefits | |||
Unrecognized tax benefit — January 1 | $ 84 | $ 56 | $ 45 |
Gross increases — tax positions in current period | 14 | 2 | 3 |
Gross increases — tax positions in prior periods | 44 | 48 | 11 |
Gross decreases — tax positions in prior periods | (19) | (11) | (3) |
Reduction due to settlements during the current period | (3) | (11) | 0 |
Unrecognized tax benefit — December 31 | $ 120 | $ 84 | $ 56 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Competition and Consumer Protection Reviews (Details) € in Millions, $ in Millions | Dec. 31, 2021EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2020EUR (€) | Dec. 31, 2020USD ($) |
Potential Fine Under Contractual Parity Agreement | Accrued expenses and other current liabilities | ||||
Commitments and Contingencies | ||||
Accruals for loss contingencies | € 14 | $ 16 | € 18 | $ 23 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Tax Matters (Details) ₺ in Millions, € in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||||||||||||||||
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2021TRY (₺) | Aug. 31, 2021USD ($) | Aug. 31, 2021EUR (€) | Jun. 30, 2021USD ($) | Jun. 30, 2021EUR (€) | Mar. 31, 2021USD ($) | Mar. 31, 2021EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Jan. 31, 2019USD ($) | Jan. 31, 2019EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019TRY (₺) | Dec. 31, 2021EUR (€) | Mar. 31, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | |
Commitments and Contingencies | |||||||||||||||||||||||||
Unrecognized tax benefits | $ 120 | $ 56 | $ 45 | $ 120 | $ 56 | $ 84 | |||||||||||||||||||
Tax and interest expected to be paid or bank guarantees provided for pending proceedings, percentage | 33.00% | 33.00% | 33.00% | ||||||||||||||||||||||
French Tax Audit | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Unrecognized tax benefits | 59 | € 50 | |||||||||||||||||||||||
Potential loss related to loss contingencies in excess of the accrued amount | $ 22 | $ 22 | € 20 | ||||||||||||||||||||||
French Tax Audit | Tax Year 2006 through 2012 | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Tax assessment | $ 403 | € 356 | |||||||||||||||||||||||
Payment required to appeal a litigation matter | $ 403 | € 356 | |||||||||||||||||||||||
French Tax Audit | Tax Year 2013 | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Tax assessment | 80 | € 70 | |||||||||||||||||||||||
French Tax Audit | Tax Years 2016 through 2018 | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Tax assessment | 88 | € 78 | |||||||||||||||||||||||
Transfer Tax Assessments | Tax Year 2011 through 2015 | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Tax assessment | 45 | 39 | |||||||||||||||||||||||
Italian Tax Audit | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Unrecognized tax benefits | $ 16 | € 13 | 5 | 4 | |||||||||||||||||||||
Italian Tax Audit | Other assets, net | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Unrecognized tax benefits | 6 | 6 | € 5 | $ 6 | € 5 | ||||||||||||||||||||
Italian Tax Audit | Tax Year 2015 | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Tax assessment | $ 36 | € 31 | |||||||||||||||||||||||
Italian Tax Audit | Tax Year 2013 | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Tax assessment | $ 54 | € 48 | |||||||||||||||||||||||
Payment required to appeal a litigation matter | 11 | 10 | |||||||||||||||||||||||
Italian Tax Audit | Tax Year 2014 | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Tax assessment | $ 66 | € 58 | |||||||||||||||||||||||
Italian Tax Audit | Tax Years 2016 through 2018 | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Tax assessment | $ 130 | € 114 | |||||||||||||||||||||||
Italian Tax Audit | Tax Years 2014, 2015, and 2016 through 2018 | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Expected required prepayment deposit or bank guarantees | $ 68 | € 59 | |||||||||||||||||||||||
Italian Tax Audit | Tax Years 2013 through 2019 | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Loss contingency, tax, recommended assessment | $ 175 | € 154 | |||||||||||||||||||||||
Turkish Tax Audit | |||||||||||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||||
Tax assessment | $ 61 | ₺ 813 | |||||||||||||||||||||||
Payment required to appeal a litigation matter | $ 9 | ₺ 118 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Other Matters (Details) - Dec. 31, 2021 € in Millions, $ in Millions | EUR (€) | USD ($) |
Pension-Related Litigation | ||
Commitments and Contingencies | ||
Potential loss related to loss contingencies in excess of the accrued amount | € 289 | $ 328 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Building Construction (Details) € in Millions, $ in Millions | 1 Months Ended | ||||
Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | Sep. 30, 2016EUR (€) | |
Other Commitments [Line Items] | |||||
Remaining lease obligations | $ 550 | ||||
Booking.com | Headquarters | |||||
Other Commitments [Line Items] | |||||
Contractual obligation | $ 307 | 17 | € 15 | € 270 | |
Acquisition of land use rights | $ 48 | € 43 | |||
Booking.com | Headquarters | Vendors used to fit out and furnish office space | |||||
Other Commitments [Line Items] | |||||
Contractual obligation | 23 | 20 | |||
Booking.com | Headquarters | Ground Lease | |||||
Other Commitments [Line Items] | |||||
Remaining lease obligations | $ 77 | € 68 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Other Contractual Obligations (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Standby Letters of Credit | ||
Other Commitments [Line Items] | ||
Letters of credit outstanding | $ 511 | $ 138 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Matching contributions | $ 32 | $ 33 | $ 26 |
GEOGRAPHIC INFORMATION - Geogra
GEOGRAPHIC INFORMATION - Geographic Information on Revenues (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Geographic Information | |||
Revenues | $ 10,958 | $ 6,796 | $ 15,066 |
United States | |||
Geographic Information | |||
Revenues | 1,434 | 783 | 1,537 |
The Netherlands | |||
Geographic Information | |||
Revenues | 8,678 | 5,264 | 11,686 |
Other | |||
Geographic Information | |||
Revenues | $ 846 | $ 749 | $ 1,843 |
GEOGRAPHIC INFORMATION - Geog_2
GEOGRAPHIC INFORMATION - Geographic Information on Property and Equipment, Excluding Capitalized Software, and Operating Lease Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment (excluding capitalized software) and operating lease assets | $ 1,009 | $ 1,048 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment (excluding capitalized software) and operating lease assets | 175 | 186 |
The Netherlands | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment (excluding capitalized software) and operating lease assets | 506 | 499 |
United Kingdom | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment (excluding capitalized software) and operating lease assets | 115 | 85 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment (excluding capitalized software) and operating lease assets | $ 213 | $ 278 |
ACQUISITIONS AND DISPOSALS (Det
ACQUISITIONS AND DISPOSALS (Details) € in Billions, $ in Billions | 1 Months Ended | ||
Dec. 31, 2021USD ($) | Nov. 30, 2021EUR (€) | Nov. 30, 2021USD ($) | |
Etraveli Group | |||
Business Acquisition [Line Items] | |||
Business combination, pending not yet completed, acquisition amount | € 1.6 | $ 1.9 | |
Getaroom | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 1.3 | ||
Payments to acquire businesses, net of cash acquired | $ 1.2 |
ACQUISITIONS AND DISPOSALS - Al
ACQUISITIONS AND DISPOSALS - Allocation (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | [1] | |||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 2,887 | [1] | $ 2,913 | $ 1,895 | ||
Payments to settle contingent liabilities | $ 37 | |||||
Getaroom | ||||||
Business Acquisition [Line Items] | ||||||
Current assets | [2] | 174 | ||||
Identifiable intangible assets | [3] | 423 | ||||
Goodwill | [4] | 1,020 | ||||
Other noncurrent assets | 10 | |||||
Current liabilities | (198) | |||||
Deferred income taxes | (92) | |||||
Other noncurrent liabilities | [5] | (41) | ||||
Total consideration | 1,296 | |||||
Cash acquired | 116 | |||||
Getaroom | Travel Transaction Related Taxes | ||||||
Business Acquisition [Line Items] | ||||||
Other noncurrent liabilities | (38) | |||||
Getaroom | Technology | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets | $ 124 | |||||
Weighted average useful life | 4 years | |||||
Getaroom | Supply and Distribution Agreements | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets | $ 299 | |||||
Weighted average useful life | 10 years | |||||
[1] | The balance of goodwill as of December 31, 2021 and 2020 is stated net of cumulative impairment charges of $2.0 billion. | |||||
[2] | Includes cash and restricted cash acquired of $116 million. | |||||
[3] | 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. | |||||
[4] | Goodwill, which is not tax deductible, reflects the synergies expected from combining the technology and expertise of Getaroom and Priceline. | |||||
[5] | Includes liabilities of $38 million principally related to travel transaction taxes. |
RESTRUCTURING AND OTHER EXIT _2
RESTRUCTURING AND OTHER EXIT COSTS (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)country | Dec. 31, 2019USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other exit costs | $ 13 | $ 149 | $ 0 |
Payments for Restructuring | 38 | 108 | |
Noncash restructuring expenses and other adjustments | 9 | $ 4 | |
Minimum | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of countries in which restructuring actions have taken place | country | 60 | ||
Accrued expenses and other current liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring liabilities | $ 3 | $ 37 |
GOVERNMENT GRANTS AND OTHER A_2
GOVERNMENT GRANTS AND OTHER ASSISTANCE (Details) - COVID-19 - USD ($) $ in Millions | 12 Months Ended | 15 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Unusual or Infrequent Item, or Both [Line Items] | |||
Government grants and other assistance benefits, recognized amount | $ 127 | $ 131 | |
Grants receivable | $ 28 | ||
Expense related to the return of government assistance | $ 137 | ||
Government grant and other assistance benefit that was returned, cash paid | $ 107 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Other Income and Expenses [Abstract] | ||||
Interest and dividend income | $ 16 | $ 54 | $ 152 | |
Net (losses) gains on equity securities | [1] | (569) | 1,813 | 745 |
Impairment of investment | [1] | 0 | (100) | 0 |
Foreign currency transaction gains (losses) | [2] | 111 | (207) | (31) |
Loss on early extinguishment of debt | [3] | (242) | 0 | 0 |
Other | [4] | (13) | (6) | 13 |
Other income (expense), net | (697) | 1,554 | 879 | |
Foreign currency transaction gains (losses) related to Euro-denominated debt | $ 135 | $ (200) | $ 7 | |
[1] | See Note 5 for additional information related to the net (losses) gains on equity securities and impairment of investment. | |||
[2] | Foreign currency transaction gains (losses) include gains of $135 million, losses of $200 million, and gains of $7 million, for the years ended December 31, 2021, 2020 and 2019, respectively, related to Euro-denominated debt and accrued interest that were not designated as net investment hedges (see Note 12). | |||
[3] | See Note 12 for additional information related to the loss on early extinguishment of debt. | |||
[4] | The amount for the year ended December 31, 2021 includes losses on reverse treasury lock agreements which were designated as cash flow hedges (see Note 6). |