Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 26, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-36691 | |
Entity Registrant Name | Booking Holdings Inc. | |
Entity Central Index Key | 0001075531 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-1528493 | |
Entity Address, Address Line One | 800 Connecticut Avenue | |
Entity Address, City or Town | Norwalk | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06854 | |
City Area Code | 203 | |
Local Phone Number | 299-8000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,889,873 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock par value $0.008 per share | |
Trading Symbol | BKNG | |
Security Exchange Name | NASDAQ | |
2.375% Senior Notes Due 2024 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 2.375% Senior Notes Due 2024 | |
Trading Symbol | BKNG 24 | |
Security Exchange Name | NASDAQ | |
0.100% Senior Notes Due 2025 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.100% Senior Notes Due 2025 | |
Trading Symbol | BKNG 25 | |
Security Exchange Name | NASDAQ | |
4.000% Senior Notes Due 2026 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 4.000% Senior Notes Due 2026 | |
Trading Symbol | BKNG 26 | |
Security Exchange Name | NASDAQ | |
1.800% Senior Notes Due 2027 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 1.800% Senior Notes Due 2027 | |
Trading Symbol | BKNG 27 | |
Security Exchange Name | NASDAQ | |
3.625% Senior Notes Due 2028 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 3.625% Senior Notes Due 2028 | |
Trading Symbol | BKNG 28A | |
Security Exchange Name | NASDAQ | |
0.500% Senior Notes Due 2028 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 0.500% Senior Notes Due 2028 | |
Trading Symbol | BKNG 28 | |
Security Exchange Name | NASDAQ | |
4.250% Senior Notes Due 2029 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 4.250% Senior Notes Due 2029 | |
Trading Symbol | BKNG 29 | |
Security Exchange Name | NASDAQ | |
4.500% Senior Notes Due 2031 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 4.500% Senior Notes Due 2031 | |
Trading Symbol | BKNG 31 | |
Security Exchange Name | NASDAQ | |
4.125% Senior Notes Due 2033 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 4.125% Senior Notes Due 2033 | |
Trading Symbol | BKNG 33 | |
Security Exchange Name | NASDAQ | |
4.750% Senior Notes Due 2034 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 4.750% Senior Notes Due 2034 | |
Trading Symbol | BKNG 34 | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 13,294 | $ 12,221 |
Short-term investments (Available-for-sale debt securities: Amortized cost of $632 and $176, respectively) | 624 | 175 |
Accounts receivable, net (Allowance for expected credit losses of $116 and $117, respectively) | 3,447 | 2,229 |
Prepaid expenses, net | 680 | 477 |
Other current assets | 434 | 696 |
Total current assets | 18,479 | 15,798 |
Property and equipment, net | 733 | 669 |
Operating lease assets | 643 | 645 |
Intangible assets, net | 1,660 | 1,829 |
Goodwill | 2,804 | 2,807 |
Long-term investments (Includes available-for-sale debt securities: Amortized cost of $576 at December 31, 2022) | 420 | 2,789 |
Other assets, net | 896 | 824 |
Total assets | 25,635 | 25,361 |
Current liabilities: | ||
Accounts payable | 3,020 | 2,507 |
Accrued expenses and other current liabilities | 4,182 | 3,244 |
Deferred merchant bookings | 3,717 | 2,223 |
Short-term debt | 1,913 | 500 |
Total current liabilities | 12,832 | 8,474 |
Deferred income taxes | 350 | 685 |
Operating lease liabilities | 547 | 552 |
Long-term U.S. transition tax liability | 515 | 711 |
Other long-term liabilities | 160 | 172 |
Long-term debt | 11,856 | 11,985 |
Total liabilities | 26,260 | 22,579 |
Commitments and contingencies (see Note 13) | ||
Stockholders' (deficit) equity: | ||
Common stock, $0.008 par value, Authorized shares: 1,000,000,000 Issued shares: 64,032,162 and 63,780,528, respectively | 0 | 0 |
Treasury stock: 28,843,826 and 25,917,558 shares, respectively | (38,944) | (30,983) |
Additional paid-in capital | 6,996 | 6,491 |
Retained earnings | 31,608 | 27,541 |
Accumulated other comprehensive loss | (285) | (267) |
Total stockholders' (deficit) equity | (625) | 2,782 |
Total liabilities and stockholders' (deficit) equity | $ 25,635 | $ 25,361 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for expected credit losses | $ 116 | $ 117 |
Common stock, par value (in dollars per share) | $ 0.008 | $ 0.008 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 64,032,162 | 63,780,528 |
Treasury stock, shares (in shares) | 28,843,826 | 25,917,558 |
Short-term Investments | ||
Available-for-sale debt securities, amortized cost | $ 632 | $ 176 |
Long-term Investments | ||
Available-for-sale debt securities, amortized cost | $ 576 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total revenues | $ 7,341 | $ 6,052 | $ 16,581 | $ 13,041 |
Operating expenses: | ||||
Marketing expenses | 2,022 | 1,795 | 5,340 | 4,679 |
Sales and other expenses | 723 | 540 | 1,931 | 1,344 |
Personnel, including stock-based compensation of $128, $101, $369, and $302, respectively | 788 | 636 | 2,262 | 1,867 |
General and administrative | 387 | 262 | 980 | 627 |
Information technology | 187 | 129 | 468 | 400 |
Depreciation and amortization | 129 | 109 | 370 | 327 |
Restructuring, disposal, and other exit activities | 2 | (2) | 4 | 40 |
Total operating expenses | 4,238 | 3,469 | 11,355 | 9,284 |
Operating income | 3,103 | 2,583 | 5,226 | 3,757 |
Interest expense | (254) | (102) | (689) | (246) |
Other income (expense), net | 300 | (305) | 533 | (1,040) |
Income before income taxes | 3,149 | 2,176 | 5,070 | 2,471 |
Income tax expense | 638 | 510 | 1,003 | 648 |
Net income | $ 2,511 | $ 1,666 | $ 4,067 | $ 1,823 |
Net income applicable to common stockholders per basic common share (in dollars per share) | $ 70.62 | $ 42.10 | $ 111.09 | $ 45.20 |
Weighted-average number of basic common shares outstanding (in shares) | 35,570 | 39,564 | 36,615 | 40,326 |
Net income applicable to common stockholders per diluted common share (in dollars per share) | $ 69.80 | $ 41.98 | $ 110.02 | $ 45 |
Weighted-average number of diluted common shares outstanding (in shares) | 35,987 | 39,671 | 36,971 | 40,504 |
Merchant revenues | ||||
Total revenues | $ 3,945 | $ 2,614 | $ 8,467 | $ 5,413 |
Agency revenues | ||||
Total revenues | 3,135 | 3,203 | 7,346 | 6,954 |
Advertising and other revenues | ||||
Total revenues | $ 261 | $ 235 | $ 768 | $ 674 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Stock-based compensation expense | $ 128 | $ 101 | $ 369 | $ 302 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||||
Net income | $ 2,511 | $ 1,666 | $ 4,067 | $ 1,823 |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments | 4 | (127) | (22) | (235) |
Net unrealized gains (losses) on available-for-sale securities | 2 | (12) | 4 | (12) |
Total other comprehensive income (loss), net of tax | 6 | (139) | (18) | (247) |
Comprehensive income | $ 2,517 | $ 1,527 | $ 4,049 | $ 1,576 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Millions | Total | Cumulative effect of adoption of accounting standards update | Common Stock | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative effect of adoption of accounting standards update | Retained Earnings | Retained Earnings Cumulative effect of adoption of accounting standards update | Accumulated Other Comprehensive Loss |
Balance (in shares) at Dec. 31, 2021 | 63,584 | (22,518) | |||||||
Balance at Dec. 31, 2021 | $ 6,178 | $ (66) | $ 0 | $ (24,290) | $ 6,159 | $ (96) | $ 24,453 | $ 30 | $ (144) |
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 1,823 | 1,823 | |||||||
Foreign currency translation adjustments, net of tax | (235) | (235) | |||||||
Net unrealized gains on available-for-sale securities, net of tax | (12) | (12) | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 190 | ||||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 7 | $ 0 | 7 | ||||||
Repurchase of common stock (in shares) | (2,167) | (2,167) | |||||||
Repurchase of common stock | $ (4,340) | $ (4,340) | |||||||
Stock-based compensation and other stock-based payments | 315 | 315 | |||||||
Balance (in shares) at Sep. 30, 2022 | 63,774 | (24,685) | |||||||
Balance at Sep. 30, 2022 | 3,670 | $ 0 | $ (28,630) | 6,385 | 26,306 | (391) | |||
Balance (in shares) at Jun. 30, 2022 | 63,766 | (23,618) | |||||||
Balance at Jun. 30, 2022 | 4,002 | $ 0 | $ (26,664) | 6,278 | 24,640 | (252) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 1,666 | 1,666 | |||||||
Foreign currency translation adjustments, net of tax | (127) | (127) | |||||||
Net unrealized gains on available-for-sale securities, net of tax | (12) | (12) | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 8 | ||||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 2 | $ 0 | 2 | ||||||
Repurchase of common stock (in shares) | (1,067) | (1,067) | |||||||
Repurchase of common stock | $ (1,966) | $ (1,966) | |||||||
Stock-based compensation and other stock-based payments | 105 | 105 | |||||||
Balance (in shares) at Sep. 30, 2022 | 63,774 | (24,685) | |||||||
Balance at Sep. 30, 2022 | 3,670 | $ 0 | $ (28,630) | 6,385 | 26,306 | (391) | |||
Balance (in shares) at Dec. 31, 2022 | 63,781 | (25,918) | |||||||
Balance at Dec. 31, 2022 | 2,782 | $ 0 | $ (30,983) | 6,491 | 27,541 | (267) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 4,067 | 4,067 | |||||||
Foreign currency translation adjustments, net of tax | (22) | (22) | |||||||
Net unrealized gains on available-for-sale securities, net of tax | 4 | 4 | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 251 | ||||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 122 | $ 0 | 122 | ||||||
Repurchase of common stock (in shares) | (2,926) | (2,926) | |||||||
Repurchase of common stock | $ (7,961) | $ (7,961) | |||||||
Stock-based compensation and other stock-based payments | 383 | 383 | |||||||
Balance (in shares) at Sep. 30, 2023 | 64,032 | (28,844) | |||||||
Balance at Sep. 30, 2023 | (625) | $ 0 | $ (38,944) | 6,996 | 31,608 | (285) | |||
Balance (in shares) at Jun. 30, 2023 | 64,015 | (27,974) | |||||||
Balance at Jun. 30, 2023 | (665) | $ 0 | $ (36,319) | 6,848 | 29,097 | (291) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 2,511 | 2,511 | |||||||
Foreign currency translation adjustments, net of tax | 4 | 4 | |||||||
Net unrealized gains on available-for-sale securities, net of tax | 2 | 2 | |||||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 17 | ||||||||
Exercise of stock options and vesting of restricted stock units and performance share units | $ 13 | $ 0 | 13 | ||||||
Repurchase of common stock (in shares) | (870) | (870) | |||||||
Repurchase of common stock | $ (2,625) | $ (2,625) | |||||||
Stock-based compensation and other stock-based payments | 135 | 135 | |||||||
Balance (in shares) at Sep. 30, 2023 | 64,032 | (28,844) | |||||||
Balance at Sep. 30, 2023 | $ (625) | $ 0 | $ (38,944) | $ 6,996 | $ 31,608 | $ (285) |
UNAUDITED CONSOLIDATED STATEM_5
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
OPERATING ACTIVITIES: | |||
Net income | $ 4,067 | $ 1,823 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 370 | 327 | |
Provision for expected credit losses and chargebacks | 224 | 179 | |
Deferred income tax benefit | (409) | (246) | |
Net losses on equity securities | [1] | 151 | 1,142 |
Stock-based compensation expense and other stock-based payments | 369 | 302 | |
Operating lease amortization | 120 | 117 | |
Unrealized foreign currency transaction gains related to Euro-denominated debt | (2) | (70) | |
Other | 3 | 40 | |
Changes in assets and liabilities: | |||
Accounts receivable | (1,506) | (1,358) | |
Prepaid expenses and other current assets | 96 | (424) | |
Deferred merchant bookings and other current liabilities | 2,644 | 3,591 | |
Long-term assets and liabilities | (129) | (1,042) | |
Net cash provided by operating activities | 5,998 | 4,381 | |
INVESTING ACTIVITIES: | |||
Purchase of investments | (12) | (751) | |
Proceeds from sale and maturity of investments | 1,785 | 30 | |
Additions to property and equipment | (251) | (293) | |
Other investing activities | 3 | (14) | |
Net cash provided by (used in) investing activities | 1,525 | (1,028) | |
FINANCING ACTIVITIES: | |||
Proceeds from the issuance of long-term debt | 1,893 | 0 | |
Payment on maturity of debt | (500) | (1,102) | |
Payments for repurchase of common stock | (7,889) | (4,278) | |
Proceeds from exercise of stock options | 122 | 7 | |
Other financing activities | (45) | (3) | |
Net cash used in financing activities | (6,419) | (5,376) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (29) | (83) | |
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 1,075 | (2,106) | |
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period | 12,251 | 11,152 | |
Total cash and cash equivalents and restricted cash and cash equivalents, end of period | 13,326 | 9,046 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid during the period for income taxes | 1,573 | 501 | |
Cash paid during the period for interest | $ 557 | $ 240 | |
[1]Includes loss of $149 million related to the sale of Meituan during the nine months ended September 30, 2023. See Note 5 for additional information related to net gains (losses) on equity securities and Note 6 for additional information related to impairments of an investment in equity securities. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Management of Booking Holdings Inc. (the "Company") is responsible for the Unaudited Consolidated Financial Statements included in this document. The Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The Company prepared the Unaudited Consolidated Financial Statements following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by U.S. GAAP for annual financial statements. These Unaudited Consolidated Financial Statements should be read in combination with the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The Unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company's subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of "Accumulated other comprehensive loss" in the accompanying Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations. Revenues, expenses, assets, and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for any subsequent quarter or the full year. Impact of COVID-19 Even though there have been improvements in the economic and operating conditions for the Company's business since the outset of the COVID-19 pandemic, the Company cannot predict the long-term effects of the pandemic on its business or the travel and restaurant industries as a whole. See Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for additional information on the impact of the COVID-19 pandemic. Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements See "Recent Accounting Pronouncements Adopted" and "Other Recent Accounting Pronouncements" in Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue Geographic Information The Company's revenues from its businesses outside of the U.S. consists of the results of Booking.com, Agoda, and Rentalcars.com in their entirety and the results of the KAYAK and OpenTable businesses located outside of the U.S. This classification is independent of where the consumer resides, where the consumer is physically located while using the Company's services, or the location of the travel service provider or restaurant. For example, a reservation made through Booking.com (which is domiciled in the Netherlands) at a hotel in New York by a consumer in the United States is part of the results of the Company's businesses outside of the U.S. The Company's geographic information on revenues is as follows (in millions): Outside of the U.S. United States The Netherlands Other Total Company Total revenues for the three months ended September 30, 2023 $ 633 $ 6,127 $ 581 $ 7,341 2022 $ 606 $ 4,991 $ 455 $ 6,052 Total revenues for the nine months ended September 30, 2023 $ 1,771 $ 13,326 $ 1,484 $ 16,581 2022 $ 1,675 $ 10,300 $ 1,066 $ 13,041 Revenue by Type of Service Approximately 89% of the Company's revenues for the three and nine months ended September 30, 2023 and 90% and 88% of the Company's revenues for the three and nine months ended September 30, 2022, respectively, relate to online accommodation reservation services. Revenues 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 revenue for each period. Incentive Programs At September 30, 2023 and December 31, 2022, liabilities of $183 million and $143 million, respectively, were included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets for incentives granted to consumers, including referral bonuses, rebates, credits, discounts, and loyalty programs. Deferred Merchant Bookings Cash payments received from travelers in advance of the Company completing its performance obligations are included in "Deferred merchant bookings" in the Company's Consolidated Balance Sheets and are comprised principally of amounts estimated to be payable to travel service providers as well as the Company's estimated future revenue for its commission or margin and fees. The amounts are mostly subject to refunds for cancellations. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company maintains equity incentive plans that include broad-based grants of restricted stock units, performance share units granted to officers and certain other employees, and stock options granted to certain employees. Restricted stock units and performance share units granted by the Company during the nine months ended September 30, 2023 had an aggregate grant-date fair value of $574 million. Restricted stock units and performance share units that vested during the nine months ended September 30, 2023 had an aggregate fair value at vesting of $436 million. At September 30, 2023, there was $748 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 1.9 years. The following table summarizes the activity in restricted stock units and performance share units for employees and non-employee directors during the nine months ended September 30, 2023: Restricted Stock Units Performance Share Units Shares Weighted-average Grant-date Fair Value Shares Weighted-average Grant-date Fair Value Unvested at December 31, 2022 (1) 280,460 $2,070 143,702 $2,294 Granted (2) 165,427 $2,629 51,941 $2,679 Vested (133,767) $2,021 (30,118) $2,327 Performance shares adjustment (3) 33,096 $2,411 Forfeited (13,903) $2,315 (7,141) $2,262 Unvested at September 30, 2023 298,217 $2,391 191,480 $2,415 (1) Excludes 14,087 performance share units awarded during the years ended December 31, 2022 and 2021 for which the grant date under Accounting Standards Codification ("ASC") 718, Compensation - Stock Compensation , was not established as of December 31, 2022. 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) Includes 9,688 performance share units awarded during the years ended December 31, 2022 and 2021 for which the grant date under ASC 718 was established. (3) Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications. The following table summarizes the activity in stock options during the nine months ended September 30, 2023: Employee Stock Options Number of Shares Weighted-average Exercise Price Aggregate Weighted-average Remaining Contractual Term Balance, December 31, 2022 120,813 $1,408 $ 73 7.3 Exercised (86,763) $1,407 Forfeited (62) $1,411 Balance, September 30, 2023 33,988 $1,411 $ 57 6.6 Exercisable at September 30, 2023 33,988 $1,411 $ 57 6.6 The aggregate intrinsic value of employee stock options exercised during the nine months ended September 30, 2023 was $110 million. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
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. Only dilutive common equivalent shares that decrease the net income per share are included in the computation of diluted net income per share. Common equivalent shares related to stock options, restricted stock units, and performance share units are calculated using the treasury stock method. Performance share units are included in the weighted-average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive. The Company's convertible senior notes have net share settlement features requiring the Company, upon conversion, to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company's common stock, at the Company's option. If the conversion prices for the convertible senior notes exceed the Company's average stock price for the period, the convertible senior notes generally have no impact on diluted net income per share. The Company uses the if-converted method for the convertible senior notes in the calculation of diluted net income per share. A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Weighted-average number of basic common shares outstanding 35,570 39,564 36,615 40,326 Weighted-average dilutive stock options, restricted stock units, and performance share units 231 107 211 149 Assumed conversion of convertible senior notes 186 — 145 29 Weighted-average number of diluted common and common equivalent shares outstanding 35,987 39,671 36,971 40,504 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS The following table summarizes the Company's investments by major security type at September 30, 2023 (in millions): Cost Gross Gross Carrying Value Short-term investments: Debt securities: International government securities $ 73 $ — $ (1) $ 72 U.S. government securities (1) 185 — (2) 183 Corporate debt securities 374 — (5) 369 Total short-term investments $ 632 $ — $ (8) $ 624 Long-term investments: Equity securities: Equity securities with readily determinable fair values $ 715 $ — $ (424) $ 291 Equity securities of private companies 78 259 (208) 129 Total long-term investments $ 793 $ 259 $ (632) $ 420 (1) Includes investments in U.S. municipal bonds. The following table summarizes the Company's investments by major security type at December 31, 2022 (in millions): Cost Gross Gross Unrealized Losses/Downward Adjustments Carrying Value Short-term investments: Debt securities: International government securities $ 13 $ — $ — $ 13 U.S. government securities (1) 131 — (1) 130 Corporate debt securities 32 — — 32 Total short-term investments $ 176 $ — $ (1) $ 175 Long-term investments: Debt securities: International government securities $ 63 $ — $ (1) $ 62 U.S. government securities (1) 147 — (3) 144 Corporate debt securities 366 — (7) 359 Total debt securities 576 — (11) 565 Equity securities: Equity securities with readily determinable fair values 1,165 1,352 (446) 2,071 Equity securities of private companies 78 259 (184) 153 Total equity securities 1,243 1,611 (630) 2,224 Total long-term investments $ 1,819 $ 1,611 $ (641) $ 2,789 (1) Includes investments in U.S. municipal bonds. The Company has classified its investments in international government securities, U.S. government securities, and corporate debt securities as available-for-sale debt securities. The aggregate unrealized gains and losses on the available-for-sale debt securities, net of tax, are included in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets. At September 30, 2023, the Company's investments in debt securities had an average credit quality of AA-/Aa2/A+. The Company invests in international government securities with high credit quality. At September 30, 2023, investments in international government securities principally included debt securities issued by the governments of Germany, France, Norway, Canada, and Sweden. Equity securities with readily determinable fair values at September 30, 2023 include the Company's investments in Grab Holdings Limited ("Grab") and DiDi Global Inc. ("DiDi"), with fair values of $150 million and $127 million, respectively. At December 31, 2022, equity securities with readily determinable fair values included the Company's investments in Grab, DiDi, and Meituan, with fair values of $136 million, $125 million, and $1.8 billion, respectively. Equity securities with readily determinable fair values are included in "Long-term investments" in the Consolidated Balance Sheets. Net unrealized gains (losses) related to these investments included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 were as follows (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Grab $ 5 $ 4 $ 14 $ (190) DiDi 9 (44) 2 (123) Meituan — (294) — (629) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS There are three levels of inputs to valuation techniques used to measure fair value: 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. Financial assets and liabilities measured at fair value on a recurring basis at September 30, 2023 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 $ 12,105 $ — $ — $ 12,105 Certificates of deposit 79 — — 79 Short-term investments: International government securities — 72 — 72 U.S. government securities — 183 — 183 Corporate debt securities — 369 — 369 Long-term investments: Equity securities 291 — — 291 Derivatives: Foreign currency exchange derivatives — 52 — 52 Total assets at fair value $ 12,475 $ 676 $ — $ 13,151 LIABILITIES: Foreign currency exchange derivatives $ — $ 102 $ — $ 102 Nonrecurring fair value measurements Investment in equity securities of a private company (1) $ — $ — $ 98 $ 98 (1) During the three months ended June 30, 2023, the investment in Yanolja was written down to its estimated fair value (see Note 5). Financial assets and liabilities measured at fair value on a recurring basis at December 31, 2022 and nonrecurring fair value measurements are classified in the categories described in the table below (in millions): Level 1 Level 2 Level 3 Total Recurring fair value measurements ASSETS: Cash equivalents and restricted cash equivalents: Money market fund investments $ 11,483 $ — $ — $ 11,483 Certificates of deposit 60 — — 60 Short-term investments: International government securities — 13 — 13 U.S. government securities — 130 — 130 Corporate debt securities — 32 — 32 Long-term investments: International government securities — 62 — 62 U.S. government securities — 144 — 144 Corporate debt securities — 359 — 359 Equity securities 2,071 — — 2,071 Derivatives: Foreign currency exchange derivatives — 65 — 65 Total assets at fair value $ 13,614 $ 805 $ — $ 14,419 LIABILITIES: Foreign currency exchange derivatives $ — $ 26 $ — $ 26 Nonrecurring fair value measurements Investment in equity securities of a private company (1) $ — $ — $ 122 $ 122 (1) During the year ended December 31, 2022, the investment in Yanolja was written down to its estimated fair value. Investments See Note 5 for additional information related to the Company's investments. Investments in private companies measured using Level 3 inputs The Company's investments measured using Level 3 inputs primarily consist of investments in privately-held companies that are classified as equity securities without readily determinable fair values. Fair values of privately held securities are estimated using a variety of valuation methodologies, including both the market and income approaches. The Company uses valuation techniques appropriate for the type of investment and the information available about the investee as of the valuation date to determine fair value. While observable financing transactions of the investee are generally considered the best indication of the enterprise value, considering factors such as the proximity in timing of the financing transaction to the valuation date, the Company may also use the calibration process and other valuation techniques to supplement this data, including the income approach. Calibration is the process of using observed transactions in the investee company's own instruments to ensure that the valuation techniques that will be employed to value the investment on subsequent measurement dates begin with assumptions that are consistent with the observed transactions. As of June 30, 2023 and 2022, the Company evaluated its investment in Yanolja for impairment using a combination of the market approach and the income approach in estimating the fair value of the investment as of those dates, and recognized impairment charges. The market approach estimates value using prices and other relevant information generated by market transactions involving comparable companies. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on a company's weighted-average cost of capital adjusted to reflect the risks inherent in its cash flows. The key unobservable inputs and ranges used for the June 2023 impairment evaluation, primarily using the income approach, include the weighted average cost of capital (10.5%-14.5%) and the terminal EBITDA multiple (14x-16x). The key unobservable inputs and ranges used for the June 2022 impairment evaluation include, for the market approach, percentage decrease in the calibrated EBITDA multiple (36%) and for the income approach, the weighted average cost of capital (10%-14%) and the terminal EBITDA multiple (14x-16x). Significant changes in any of these inputs in isolation would result in significantly different fair value measurements. A change in the assumption used for EBITDA multiples would result in a directionally similar change in the fair value, and a change in the assumption used for weighted average cost of capital would result in a directionally opposite change in the fair value. The determination of the fair values of investments, where the Company is a minority shareholder and has access to limited information from the investee, reflects numerous assumptions that are subject to various risks and uncertainties, including key assumptions regarding the investee's expected growth rates and operating margin, as well as other key assumptions with respect to matters outside of the Company's control, such as discount rates and market comparables. It requires significant judgments and estimates and actual results could be materially different than those judgments and estimates utilized in the fair value estimate. Future events and changing market conditions may lead the Company to re-evaluate the assumptions reflected in the valuation which may result in a need to recognize additional impairment charges. Derivatives 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 September 30, 2023 and December 31, 2022, the Company did not designate any derivatives as hedges for accounting purposes. The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at September 30, 2023 and December 31, 2022 (in millions). The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets. September 30, December 31, Estimated fair value of derivative assets $ 52 $ 65 Estimated fair value of derivative liabilities $ 102 $ 26 Notional amount: Foreign currency purchases $ 4,475 $ 2,870 Foreign currency sales $ 3,957 $ 2,682 The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 is as follows (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Losses on foreign currency exchange derivatives $ 56 $ 58 $ 140 $ 114 Other Financial Assets and Liabilities At September 30, 2023 and December 31, 2022, the Company's cash consisted of bank deposits. Cash equivalents principally include money market fund investments and certificates of deposit and their carrying value generally approximates the fair value as they are readily convertible to known amounts of cash. Other financial assets and liabilities, including restricted cash, accounts payable, accrued expenses, and deferred merchant bookings, are carried at cost which approximates their fair values because of the short-term nature of these items. Accounts receivable and other financial assets measured at amortized cost are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected (see Note 7). See Note 9 for the estimated fair value of the Company's outstanding senior notes, including the estimated fair value of the Company's convertible senior notes. |
ACCOUNTS RECEIVABLE AND OTHER F
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS | ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS Accounts receivable in the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022 includes receivables from customers of $2.5 billion and $1.5 billion, respectively, and receivables from payment processors and networks of $909 million and $730 million, respectively. The remaining balance principally relates to receivables from marketing affiliates. The amounts mentioned above are stated on a gross basis, before deducting the allowance for expected credit losses. Significant judgments and assumptions are required to estimate the allowance for expected credit losses and such assumptions may change in future periods, particularly the assumptions related to the business prospects and financial condition of customers and marketing affiliates, also taking into account factors such as the macroeconomic conditions, inflationary pressures, potential recession, and the Company's ability to collect the receivable or recover the prepayment. The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): Nine Months Ended 2023 2022 Balance, beginning of year $ 117 $ 101 Provision charged to earnings 103 104 Write-offs and adjustments (103) (75) Foreign currency translation adjustments (1) (11) Balance, end of period $ 116 $ 119 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL The Company's intangible assets at September 30, 2023 and December 31, 2022 consist of the following (in millions): September 30, 2023 December 31, 2022 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amortization Period Trade names $ 1,805 $ (883) $ 922 $ 1,806 $ (812) $ 994 3 - 20 years Supply and distribution agreements 1,383 (723) 660 1,386 (658) 728 3 - 20 years Technology and other intangible assets 327 (249) 78 330 (223) 107 Up to 20 years Total intangible assets $ 3,515 $ (1,855) $ 1,660 $ 3,522 $ (1,693) $ 1,829 Intangible assets are amortized on a straight-line basis. Amortization expense was $55 million and $166 million for the three and nine months ended September 30, 2023, respectively, and $55 million and $167 million for the three and nine months ended September 30, 2022, respectively. The balance of goodwill as of September 30, 2023 and December 31, 2022 is stated net of cumulative impairment charges of $2.0 billion. The Company tests goodwill for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company tests goodwill at the reporting unit level and the annual tests are performed as of September 30. As of September 30, 2023, the Company performed its annual goodwill impairment test and concluded that there was no impairment of goodwill. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Revolving Credit Facility In May 2023, the Company entered into a five-year unsecured revolving credit facility with a group of lenders. The revolving credit facility extends a revolving line of credit of up to $2.0 billion to the Company and provides for the issuance of up to $80 million of letters of credit, as well as up to $100 million of borrowings on same-day notice, referred to as swingline loans. Other than the swingline loans, which are available only in U.S. Dollars, the revolving loans and the letters of credit are available in U.S. Dollars, Euros, Pounds Sterling, and any other currency agreed to by the administrative agent and each of the lenders. The revolving credit facility contains a maximum leverage ratio covenant, compliance with which is a condition to the Company's ability to borrow. Borrowings under the revolving credit facility will bear interest at a rate determined by reference to benchmark rates plus an applicable spread (ranging from 0% to 1.375%) based on the Company's leverage or credit rating at the time of the borrowing. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate determined by reference to the Company's leverage or credit rating. Upon entering into this new revolving credit facility, the Company terminated the $2.0 billion five-year revolving credit facility entered into in August 2019. At September 30, 2023 there were no borrowings outstanding and $18 million of letters of credit issued under the new revolving credit facility. At December 31, 2022, there were no borrowings outstanding and $14 million of letters of credit issued under the prior revolving credit facility. See Note 12 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for additional information on the prior revolving credit facility. Outstanding Debt Outstanding debt at September 30, 2023 consists of the following (in millions): September 30, 2023 Outstanding Principal Amount Unamortized Debt Carrying Value Current liabilities: 2.375% (€1 Billion) Senior Notes due September 2024 $ 1,059 $ (2) $ 1,057 0.75% Convertible Senior Notes due May 2025 863 (7) 856 Total current liabilities $ 1,922 $ (9) $ 1,913 Long-term debt: 3.65% Senior Notes due March 2025 $ 500 $ (1) $ 499 0.1% (€950 Million) Senior Notes due March 2025 1,006 (2) 1,004 3.6% Senior Notes due June 2026 1,000 (2) 998 4.0% (€750 Million) Senior Notes due November 2026 794 (3) 791 1.8% (€1 Billion) Senior Notes due March 2027 1,059 (2) 1,057 3.55% Senior Notes due March 2028 500 (2) 498 0.5% (€750 Million) Senior Notes due March 2028 794 (3) 791 3.625% (€500 Million) Senior Notes due November 2028 529 (3) 526 4.25% (€750 Million) Senior Notes due May 2029 794 (5) 789 4.625% Senior Notes due April 2030 1,500 (8) 1,492 4.5% (€1 Billion) Senior Notes due November 2031 1,059 (7) 1,052 4.125% (€1.25 Billion) Senior Notes due May 2033 1,323 (14) 1,309 4.75% (€1 Billion) Senior Notes due November 2034 1,059 (9) 1,050 Total long-term debt $ 11,917 $ (61) $ 11,856 Outstanding debt at December 31, 2022 consists of the following (in millions): December 31, 2022 Outstanding Unamortized Debt Carrying Value Current liabilities: 2.75% Senior Notes due March 2023 $ 500 $ — $ 500 Total current liabilities $ 500 $ — $ 500 Long-term debt: 2.375% (€1 Billion) Senior Notes due September 2024 $ 1,067 $ (3) $ 1,064 3.65% Senior Notes due March 2025 500 (1) 499 0.1% (€950 Million) Senior Notes due March 2025 1,014 (3) 1,011 0.75% Convertible Senior Notes due May 2025 863 (9) 854 3.6% Senior Notes due June 2026 1,000 (3) 997 4.0% (€750 Million) Senior Notes due November 2026 800 (3) 797 1.8% (€1 Billion) Senior Notes due March 2027 1,067 (2) 1,065 3.55% Senior Notes due March 2028 500 (2) 498 0.5% (€750 Million) Senior Notes due March 2028 800 (3) 797 4.25% (€750 Million) Senior Notes due May 2029 800 (6) 794 4.625% Senior Notes due April 2030 1,500 (9) 1,491 4.5% (€1 Billion) Senior Notes due November 2031 1,067 (7) 1,060 4.75% (€1 Billion) Senior Notes due November 2034 1,067 (9) 1,058 Total long-term debt $ 12,045 $ (60) $ 11,985 Fair Value of Debt At September 30, 2023 and December 31, 2022, the estimated fair value of the outstanding debt was approximately $14.0 billion and $12.4 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 September 30, 2023 primarily relates to the conversion premium on the convertible senior notes due in May 2025 partially offset by the increase in market interest rates. As of December 31, 2022, the outstanding principal amount of the Company's debt exceeded the fair value of debt mainly due to the increase in market interest rates partially offset by the conversion premium on the convertible senior notes due in May 2025. Convertible Senior Notes In April 2020, the Company issued $863 million aggregate principal amount of convertible senior notes due in May 2025 with an interest rate of 0.75% (the "May 2025 Notes"). The Company paid $19 million in debt issuance costs during the year ended December 31, 2020 related to the issuance. The May 2025 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of $1,886.44 per share. The May 2025 Notes are convertible, at the option of the holder, prior to November 1, 2024, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 130% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the May 2025 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the May 2025 Notes in an aggregate value ranging from $0 to $235 million depending upon the date of the transaction and the then current stock price of the Company. Starting on November 1, 2024, holders will have the right to convert all or any portion of the May 2025 Notes, regardless of the Company's stock price. The May 2025 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the May 2025 Notes for cash in certain circumstances. Interest on the May 2025 Notes is payable on May 1 and November 1 of each year. If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount. At September 30, 2023 and December 31, 2022, the estimated fair value of the May 2025 Notes was $1.4 billion and $1.2 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 6). For the three and nine months ended September 30, 2023 and 2022, the weighted-average effective interest rate related to the convertible senior notes was 1.2%. Based on the closing sales prices of the Company's common stock for the prescribed measurement periods, the May 2025 Notes were convertible at the option of the holder during the second and third calendar quarters of 2023 and continue to be convertible during the fourth calendar quarter of 2023. The May 2025 Notes are classified as "Short-term debt" in the Consolidated Balance Sheet as of September 30, 2023. Other Senior Notes In May 2023, the Company issued senior notes due November 2028 with an interest rate of 3.625% for an aggregate principal amount of 500 million Euros and senior notes due May 2033 with an interest rate of 4.125% for an aggregate principal amount of 1.25 billion Euros. The proceeds from the issuance of these senior notes are available for general corporate purposes, including to repurchase shares of the Company's common stock. In March 2023, the Company repaid $500 million on the maturity of the Senior Notes due March 2023. In March 2022, the Company repaid $1.1 billion on the maturity of Senior Notes due March 2022. In addition, the Company paid the applicable accrued and unpaid interest relating to each of these senior notes. Other senior notes had a total carrying value of $12.9 billion and $11.6 billion at September 30, 2023 and December 31, 2022, 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. Interest expense related to other senior notes consists primarily of coupon interest expense of $109 million and $301 million for the three and nine months ended September 30, 2023, respectively, and $54 million and $168 million for the three and nine months ended September 30, 2022, respectively. The Company designates certain portions of the aggregate principal value of the Euro-denominated debt as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries. For the nine months ended September 30, 2023 and 2022, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $5.9 billion to $8.4 billion and from $4.2 billion to $5.6 billion, respectively. |
TREASURY STOCK
TREASURY STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
TREASURY STOCK | TREASURY STOCK At December 31, 2022, the Company had a total remaining authorization of $3.9 billion related to a program authorized by the Company's Board of Directors ("the Board") in 2019 to repurchase up to $15.0 billion of the Company's common stock. In the first quarter of 2023, the Board authorized an additional program to repurchase up to $20.0 billion of the Company's common stock. At September 30, 2023, the Company had a total remaining authorization of $16.2 billion to repurchase its common stock. The Company expects to complete the share repurchases under the remaining authorization within four years from when the Company started the program in the first quarter of 2023, assuming no major downturn in the travel market. Additionally, the Board has given the Company the general authorization to repurchase shares of its common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation. The following table summarizes the Company's stock repurchase activities during the three and nine months ended September 30, 2023 and 2022 (in millions, except for shares, which are reflected in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Shares Amount Shares Amount Shares Amount Shares Amount Authorized stock repurchase programs 867 $ 2,616 1,064 $ 1,959 2,856 $ 7,776 2,090 $ 4,178 General authorization for shares withheld on stock award vesting 3 9 3 7 70 185 77 162 Total 870 $ 2,625 1,067 $ 1,966 2,926 $ 7,961 2,167 $ 4,340 Stock repurchases of $70 million in September 2023 were settled in October 2023. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income tax expense consists of U.S. and international income taxes, determined using an estimate of the Company's annual effective tax rate, which is based upon the applicable tax rates and tax laws of the countries in which the income is generated. A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes, and other relevant factors. The Company's effective tax rates for the three and nine months ended September 30, 2023 were 20.3% and 19.8%, respectively, compared to 23.4% and 26.2% for the three and nine months ended September 30, 2022, respectively. The Company's 2023 effective tax rates differ from the U.S. federal statutory tax rate of 21%, primarily due to the benefit of the Netherlands Innovation Box Tax (discussed below), partially offset by higher international tax rates and certain non-deductible expenses. The Company's 2022 effective tax rates differed from the U.S. federal statutory tax rate of 21%, primarily due to higher international tax rates, unrecognized tax benefits, a valuation allowance related to certain unrealized losses on equity securities, and certain non-deductible expenses, partially offset by the benefit of the Netherlands Innovation Box Tax. The Company's effective tax rate for the three months ended September 30, 2023 was lower than the effective tax rate for the three months ended September 30, 2022, primarily due to lower unrecognized tax benefits, lower international tax rates, and certain lower non-deductible expenses, partially offset by certain lower discrete tax benefits and a decrease in the benefit of the Netherlands Innovation Box Tax. The Company's effective tax rate for the nine months ended September 30, 2023 was lower than the effective tax rate for the nine months ended September 30, 2022, primarily due to lower unrecognized tax benefits, lower valuation allowance related to certain unrealized losses on equity securities, lower international tax rates, and certain lower non-deductible expenses, partially offset by a decrease in the benefit of the Netherlands Innovation Box Tax. During the three and nine months ended September 30, 2023 and 2022, a majority of the Company's income was reported in the Netherlands, where Booking.com is based. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 9% ("Innovation Box Tax") rather than the Dutch statutory rate of 25.8%. A portion of Booking.com's earnings during the three and nine months ended September 30, 2023 and 2022 qualified for Innovation Box Tax treatment, which had a beneficial impact on the Company's effective tax rates for these periods. The aggregate amount of unrecognized tax benefits for all matters at September 30, 2023 and December 31, 2022 was $51 million and $184 million, respectively. As of September 30, 2023, net unrecognized tax benefits of $31 million, if recognized, would impact the effective tax rate. As of September 30, 2023 and December 31, 2022, total gross interest and penalties accrued was $7 million and $43 million, respectively. The decrease in unrecognized tax benefits, as well as gross interest and penalties, primarily relates to the settlement by Booking.com of certain French tax matters. The majority of unrecognized tax benefits are included in "Other assets, net" and "Other long-term liabilities" in the Consolidated Balance Sheet as of September 30, 2023. It is reasonably possible that the balance of gross unrecognized tax benefits could change over the next 12 months. |
CHANGES IN ACCUMULATED OTHER CO
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT | 9 Months Ended |
Sep. 30, 2023 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT The tables below present the changes in the balances of accumulated other comprehensive loss ("AOCI") by component for the three and nine months ended September 30, 2023 and 2022 (in millions): Foreign currency translation adjustments Net unrealized (losses) gains on available-for-sale securities Total AOCI, net of tax Foreign currency translation Net investment hedges (1) Total, net of tax Before tax Tax Total, net of tax Before tax Tax (2) Before tax Tax Three Months Ended September 30, 2023 Balance, June 30, 2023 $ (476) $ 76 $ 163 $ (46) $ (283) $ (11) $ 3 $ (8) $ (291) Other comprehensive income (loss) ("OCI") for the period (240) 46 259 (61) 4 3 (1) 2 6 Balance, September 30, 2023 $ (716) $ 122 $ 422 $ (107) $ (279) $ (8) $ 2 $ (6) $ (285) Nine Months Ended September 30, 2023 Balance, December 31, 2022 $ (579) $ 93 $ 310 $ (81) $ (257) $ (13) $ 3 $ (10) $ (267) OCI for the period (137) 29 112 (26) (22) 5 (1) 4 (18) Balance, September 30, 2023 $ (716) $ 122 $ 422 $ (107) $ (279) $ (8) $ 2 $ (6) $ (285) Three Months Ended September 30, 2022 Balance, June 30, 2022 $ (717) $ 112 $ 470 $ (119) $ (254) $ 3 $ (1) $ 2 $ (252) OCI for the period (402) 51 293 (69) (127) (16) 4 (12) (139) Balance, September 30, 2022 $ (1,119) $ 163 $ 763 $ (188) $ (381) $ (13) $ 3 $ (10) $ (391) Nine Months Ended September 30, 2022 Balance, December 31, 2021 $ (276) $ 67 $ 91 $ (28) $ (146) $ 3 $ (1) $ 2 $ (144) OCI for the period (843) 96 672 (160) (235) (16) 4 (12) (247) Balance, September 30, 2022 $ (1,119) $ 163 $ 763 $ (188) $ (381) $ (13) $ 3 $ (10) $ (391) (1) Net investment hedges balance at September 30, 2023 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries (see Note 9). (2) The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the U.S. Tax Cuts and Jobs Act. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
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 or through the accommodation provider's website. To resolve and close certain of the investigations, the Company has from time to time made commitments to the investigating authorities regarding future business practices or activities, such as agreeing to narrow the scope of its parity clauses, in order to resolve parity-related investigations. These investigations have resulted in fines and the Company could incur additional fines in the future. In addition, in September 2017, the Swiss Price Surveillance Office opened an investigation into the level of commissions of Booking.com in Switzerland and the investigation is ongoing. If there is an adverse outcome and Booking.com is unsuccessful in any appeal, Booking.com could be required to reduce its commissions in Switzerland. In October 2022, the Comisión Nacional de los Mercados y la Competencia in Spain opened an investigation into whether certain practices by Booking.com may produce adverse effects for hotels and other online travel agencies. In July 2023, the Polish Office of Competition and Consumer Protection opened an investigation into Booking.com's identification of private and professional hosts and its messaging in relation to obligations owed to consumers. If any of the investigations were to find that Booking.com practices violated the respective laws, Booking.com may face significant fines and/or be required to make other commitments. Some authorities are reviewing the online hotel booking sector more generally through market inquiries, and the Company cannot predict the outcome of such inquiries or any resulting impact on its business, results of operations, cash flows, or financial condition. The Company is and has been involved in investigations or inquiries by NCAs or other governmental authorities involving consumer protection matters, including in the United Kingdom and the European Union. The Company has previously made certain voluntary commitments to competition authorities to resolve investigations or inquiries that have included showing prices inclusive of all mandatory taxes and charges, providing information about the effect of money earned on search result rankings on or before the search results page and making certain adjustments to how discounts and statements concerning popularity or availability are shown to consumers. In the future, it is possible new jurisdictions could engage the Company in discussions to implement changes to its business in those countries. The Company is unable to predict what, if any, effect any future similar commitments will have on its business, industry practices or online commerce more generally. To the extent that any other investigations or inquiries result in additional commitments, fines, damages or other remedies, the Company's business, financial condition, and results of operations could be harmed. The Company is unable to predict how any current or future investigations or litigation may be resolved or the long-term impact of any such resolution on its business. For example, competition and consumer-law-related investigations, legislation, or issues could result in private litigation and the Company is currently involved in such litigation. More immediate results could include, among other things, the imposition of fines, payment of damages, commitments to change certain business practices, or reputational damage, any of which could harm the Company's business, results of operations, brands, or competitive position. Tax Matters Between December 2018 and August 2021, the Italian tax authorities issued assessments on Booking.com's Italian subsidiary totaling approximately 251 million Euros ($266 million) for the tax years 2013 through 2018, 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 the Italian tax authorities subsequently approved the inclusion of the tax years 2014 through 2018 in the MAP. Based on the Company's expectation that the Italian assessments for 2013 through 2018, and any transfer pricing assessments received for subsequent open years, will be settled through the MAP process, and after considering potential resolution amounts, 18 million Euros ($19 million) have been reflected in net unrecognized tax benefits, the majority of which is recorded to "Other assets, net" in the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022. As of September 30, 2023, the Company made prepayments of 74 million Euros ($78 million) to the Italian tax authorities to forestall collection enforcement pending the appeal phase of the case. The payments do 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. The payments are included in "Other assets, net" in the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022. In June 2021, the investigative arm of the Italian tax authorities issued a Tax Audit Report recommending that a formal tax assessment of 154 million Euros ($163 million), plus interest and penalties, be made on Booking.com BV for value-added taxes ("VAT") related to commissions charged to certain Italian accommodation providers from 2013 to 2019. In connection with the Tax Audit Report, the Genoa Public Prosecutor has requested certain Booking.com tax information and related data. The Company is cooperating with regard to that request. While the Company continues to believe that Booking.com has been compliant with applicable VAT laws, in July 2023, the Company entered into an agreement with the Italian tax authorities and paid approximately 93 million Euros ($103 million) to settle the issues raised in the Tax Audit Report for the periods 2013 through 2022. The Company is also involved in other tax-related audits, investigations, and litigation relating to income taxes, value-added taxes, travel transaction taxes (e.g., hotel occupancy taxes), withholding taxes, and other taxes. Any taxes or assessments in excess of the Company's tax provisions, including the resolution of any tax proceedings or litigation, could have a material adverse impact on the Company's results of operations, cash flows, and financial condition. Other Matters Beginning in 2014, Booking.com received several letters from the Netherlands Pension Fund for the Travel Industry (Reiswerk) ("BPF") claiming that Booking.com is required to participate in the mandatory pension scheme of the BPF with retroactive effect to 1999, which has a higher contribution rate than the pension scheme in which Booking.com is currently participating. BPF instituted legal proceedings against Booking.com and in 2016 the District Court of Amsterdam rejected all of BPF's claims. BPF appealed the decision to the Court of Appeal, and, in May 2019, the Court of Appeal also rejected all of BPF's claims, in each case by ruling that Booking.com does not meet the definition of a travel intermediary for purposes of the mandatory pension scheme. BPF then appealed to the Netherlands Supreme Court. In April 2021, the Supreme Court overturned the previous decision of the Court of Appeal and held that Booking.com meets the definition of a travel intermediary for the purposes of the mandatory pension scheme. The Supreme Court ruled only on the qualification of Booking.com as a travel intermediary for the purposes of the mandatory pension scheme and did not rule on the various other defenses brought forward by the Company against BPF's claims. The Supreme Court referred the matter to another Court of Appeal that will have to assess the other defenses brought forward by the Company. The Company intends to pursue a number of defenses in the subsequent proceedings and may ultimately prevail in whole or in part. While the Company continues to believe that Booking.com is in compliance with its pension obligations and that the Court of Appeal could ultimately rule in favor of Booking.com, given the Supreme Court's decision, the Company believes it is probable that it has incurred a loss related to this matter. The Company is not able to reasonably estimate a loss or a range of loss because there are significant factual and legal questions yet to be determined in the subsequent proceedings. As a result, as of September 30, 2023, the Company has not recorded a liability in connection with a potential adverse ultimate outcome to this litigation. However, if Booking.com were to ultimately lose and all of BPF's claims were to be accepted (including with retroactive effect to 1999), the Company estimates that as of September 30, 2023, the maximum loss, not including any potential interest or penalties, would be approximately 405 million Euros ($428 million). Such estimated potential loss increases as Booking.com continues not to contribute to the BPF and depends on Booking.com's applicable employee compensation after September 30, 2023. From time to time, the Company notifies the competent data protection authority, such as the Dutch data protection authority in accordance with its obligations under the General Data Protection Regulation, of certain incidental and accidental personal data security incidents. Should, for example, the Dutch data protection authority decide these incidents were the result of inadequate technical and organizational security measures or practices, 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, reputation, results of operations, financial condition, and cash flows. The Company accrues for certain other 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. Other Contractual Obligations and Contingencies The Company had $690 million and $452 million of standby letters of credit and bank guarantees issued on behalf of the Company as of September 30, 2023 and December 31, 2022, respectively, including those issued under the revolving credit facility. These are obtained primarily for regulatory purposes. See Note 9 for information related to letters of credit issued under the revolving credit facility. Booking.com offers partner liability insurance that provides protection to certain accommodation partners ("home partners") in instances where a reservation has been made via Booking.com. The partner liability insurance may provide those home partners (both owners and property managers) coverage up to $1.0 million equivalent per occurrence, subject to limitations and exclusions, against third-party lawsuits, claims for bodily injury, or third-party personal property damage that occurred during a stay booked through Booking.com. Booking.com retains certain financial risks related to this insurance offering, which is underwritten by third-party insurance companies. |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME (EXPENSE), NET | OTHER INCOME (EXPENSE), NET The components of other income (expense), net for the three and nine months ended September 30, 2023 and 2022 were as follows (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Interest and dividend income $ 289 $ 61 $ 783 $ 88 Net gains (losses) on equity securities (1) 16 (336) (151) (1,142) Foreign currency transaction (losses) gains (2) (1) (34) (102) 12 Other (4) 4 3 2 Other income (expense), net $ 300 $ (305) $ 533 $ (1,040) (1) Includes loss of $149 million related to the sale of Meituan during the nine months ended September 30, 2023. See Note 5 for additional information related to net gains (losses) on equity securities and Note 6 for additional information related to impairments of an investment in equity securities. |
OTHER
OTHER | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
OTHER | OTHER Unaudited Consolidated Statements of Cash Flows: Additional Information The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amounts shown in the Unaudited Consolidated Statements of Cash Flows (in millions): September 30, December 31, (Unaudited) As included in the Consolidated Balance Sheets: Cash and cash equivalents $ 13,294 $ 12,221 Restricted cash and cash equivalents (1) 32 30 Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Consolidated Statements of Cash Flows $ 13,326 $ 12,251 (1) Included in "Other current assets" in the Consolidated Balance Sheets and principally consist of amounts relating to the Company's travel-related insurance business. Noncash investing activity related to additions to property and equipment, including stock-based compensation and accrued liabilities, was $39 million and $33 million for the nine months ended September 30, 2023 and 2022, respectively. See Note 10 for additional information on noncash financing activity related to the excise tax on share repurchases. Restructuring, Disposal, and Other Exit Activities During the year ended December 31, 2022, the Company transferred certain customer service operations of Booking.com to Majorel Group Luxembourg S.A. resulting in a loss of $40 million included in "Restructuring, disposal, and other exit activities" in the Unaudited Consolidated Statements of Operations for the nine months ended September 30, 2022. Acquisition - Termination Fee In November 2021, the Company entered into an agreement to acquire global flight booking provider Etraveli Group. The completion of the acquisition was subject to certain closing conditions, including regulatory approvals. In September 2023, the European Commission announced its decision to prohibit the acquisition and consequently a termination fee of 85 million Euros ($90 million) became payable to the sellers. The termination fee was paid in October 2023 and is recorded in "General and administrative" expense in the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023. The related payable is included in "Accounts payable" in the Unaudited Consolidated Balance Sheet as of September 30, 2023. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
David Goulden [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On September 8, 2023, David Goulden, Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 12,000 shares of the Company's common stock with sales starting on January 16, 2024 and ending on December 16, 2024. |
Name | David Goulden |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 8, 2023 |
Arrangement Duration | 335 days |
Aggregate Available | 12,000 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Management of Booking Holdings Inc. (the "Company") is responsible for the Unaudited Consolidated Financial Statements included in this document. The Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The Company prepared the Unaudited Consolidated Financial Statements following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by U.S. GAAP for annual financial statements. These Unaudited Consolidated Financial Statements should be read in combination with the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The Unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company's subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of "Accumulated other comprehensive loss" in the accompanying Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations. Revenues, expenses, assets, and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for any subsequent quarter or the full year. |
Reclassification | Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements See "Recent Accounting Pronouncements Adopted" and "Other Recent Accounting Pronouncements" in Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. |
Definite-lived intangible assets amortization | Intangible assets are amortized on a straight-line basis. |
Income Tax | Income tax expense consists of U.S. and international income taxes, determined using an estimate of the Company's annual effective tax rate, which is based upon the applicable tax rates and tax laws of the countries in which the income is generated. A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes, and other relevant factors. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Geographic Information | The Company's geographic information on revenues is as follows (in millions): Outside of the U.S. United States The Netherlands Other Total Company Total revenues for the three months ended September 30, 2023 $ 633 $ 6,127 $ 581 $ 7,341 2022 $ 606 $ 4,991 $ 455 $ 6,052 Total revenues for the nine months ended September 30, 2023 $ 1,771 $ 13,326 $ 1,484 $ 16,581 2022 $ 1,675 $ 10,300 $ 1,066 $ 13,041 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Activity of Restricted Stock Units and Performance Share Units | The following table summarizes the activity in restricted stock units and performance share units for employees and non-employee directors during the nine months ended September 30, 2023: Restricted Stock Units Performance Share Units Shares Weighted-average Grant-date Fair Value Shares Weighted-average Grant-date Fair Value Unvested at December 31, 2022 (1) 280,460 $2,070 143,702 $2,294 Granted (2) 165,427 $2,629 51,941 $2,679 Vested (133,767) $2,021 (30,118) $2,327 Performance shares adjustment (3) 33,096 $2,411 Forfeited (13,903) $2,315 (7,141) $2,262 Unvested at September 30, 2023 298,217 $2,391 191,480 $2,415 (1) Excludes 14,087 performance share units awarded during the years ended December 31, 2022 and 2021 for which the grant date under Accounting Standards Codification ("ASC") 718, Compensation - Stock Compensation , was not established as of December 31, 2022. 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) Includes 9,688 performance share units awarded during the years ended December 31, 2022 and 2021 for which the grant date under ASC 718 was established. (3) Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications. |
Activity of Stock Options | The following table summarizes the activity in stock options during the nine months ended September 30, 2023: Employee Stock Options Number of Shares Weighted-average Exercise Price Aggregate Weighted-average Remaining Contractual Term Balance, December 31, 2022 120,813 $1,408 $ 73 7.3 Exercised (86,763) $1,407 Forfeited (62) $1,411 Balance, September 30, 2023 33,988 $1,411 $ 57 6.6 Exercisable at September 30, 2023 33,988 $1,411 $ 57 6.6 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share | A reconciliation of the weighted-average number of shares outstanding used in calculating diluted net income per share is as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Weighted-average number of basic common shares outstanding 35,570 39,564 36,615 40,326 Weighted-average dilutive stock options, restricted stock units, and performance share units 231 107 211 149 Assumed conversion of convertible senior notes 186 — 145 29 Weighted-average number of diluted common and common equivalent shares outstanding 35,987 39,671 36,971 40,504 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | The following table summarizes the Company's investments by major security type at September 30, 2023 (in millions): Cost Gross Gross Carrying Value Short-term investments: Debt securities: International government securities $ 73 $ — $ (1) $ 72 U.S. government securities (1) 185 — (2) 183 Corporate debt securities 374 — (5) 369 Total short-term investments $ 632 $ — $ (8) $ 624 Long-term investments: Equity securities: Equity securities with readily determinable fair values $ 715 $ — $ (424) $ 291 Equity securities of private companies 78 259 (208) 129 Total long-term investments $ 793 $ 259 $ (632) $ 420 (1) Includes investments in U.S. municipal bonds. The following table summarizes the Company's investments by major security type at December 31, 2022 (in millions): Cost Gross Gross Unrealized Losses/Downward Adjustments Carrying Value Short-term investments: Debt securities: International government securities $ 13 $ — $ — $ 13 U.S. government securities (1) 131 — (1) 130 Corporate debt securities 32 — — 32 Total short-term investments $ 176 $ — $ (1) $ 175 Long-term investments: Debt securities: International government securities $ 63 $ — $ (1) $ 62 U.S. government securities (1) 147 — (3) 144 Corporate debt securities 366 — (7) 359 Total debt securities 576 — (11) 565 Equity securities: Equity securities with readily determinable fair values 1,165 1,352 (446) 2,071 Equity securities of private companies 78 259 (184) 153 Total equity securities 1,243 1,611 (630) 2,224 Total long-term investments $ 1,819 $ 1,611 $ (641) $ 2,789 (1) Includes investments in U.S. municipal bonds. |
Unrealized Gains (Losses) on Investments | Net unrealized gains (losses) related to these investments included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 were as follows (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Grab $ 5 $ 4 $ 14 $ (190) DiDi 9 (44) 2 (123) Meituan — (294) — (629) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis and Nonrecurring Fair Value Measurements | Financial assets and liabilities measured at fair value on a recurring basis at September 30, 2023 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 $ 12,105 $ — $ — $ 12,105 Certificates of deposit 79 — — 79 Short-term investments: International government securities — 72 — 72 U.S. government securities — 183 — 183 Corporate debt securities — 369 — 369 Long-term investments: Equity securities 291 — — 291 Derivatives: Foreign currency exchange derivatives — 52 — 52 Total assets at fair value $ 12,475 $ 676 $ — $ 13,151 LIABILITIES: Foreign currency exchange derivatives $ — $ 102 $ — $ 102 Nonrecurring fair value measurements Investment in equity securities of a private company (1) $ — $ — $ 98 $ 98 (1) During the three months ended June 30, 2023, the investment in Yanolja was written down to its estimated fair value (see Note 5). Financial assets and liabilities measured at fair value on a recurring basis at December 31, 2022 and nonrecurring fair value measurements are classified in the categories described in the table below (in millions): Level 1 Level 2 Level 3 Total Recurring fair value measurements ASSETS: Cash equivalents and restricted cash equivalents: Money market fund investments $ 11,483 $ — $ — $ 11,483 Certificates of deposit 60 — — 60 Short-term investments: International government securities — 13 — 13 U.S. government securities — 130 — 130 Corporate debt securities — 32 — 32 Long-term investments: International government securities — 62 — 62 U.S. government securities — 144 — 144 Corporate debt securities — 359 — 359 Equity securities 2,071 — — 2,071 Derivatives: Foreign currency exchange derivatives — 65 — 65 Total assets at fair value $ 13,614 $ 805 $ — $ 14,419 LIABILITIES: Foreign currency exchange derivatives $ — $ 26 $ — $ 26 Nonrecurring fair value measurements Investment in equity securities of a private company (1) $ — $ — $ 122 $ 122 (1) During the year ended December 31, 2022, the investment in Yanolja was written down to its estimated fair value. |
Fair Value and the Notional Amount of Derivatives and the Effect of Foreign Currency Exchange Derivatives | The table below provides estimated fair values and notional amounts of foreign currency exchange derivatives outstanding at September 30, 2023 and December 31, 2022 (in millions). The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets. September 30, December 31, Estimated fair value of derivative assets $ 52 $ 65 Estimated fair value of derivative liabilities $ 102 $ 26 Notional amount: Foreign currency purchases $ 4,475 $ 2,870 Foreign currency sales $ 3,957 $ 2,682 The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 is as follows (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Losses on foreign currency exchange derivatives $ 56 $ 58 $ 140 $ 114 |
ACCOUNTS RECEIVABLE AND OTHER_2
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Activity of the allowance for expected credit losses on receivables | The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions): Nine Months Ended 2023 2022 Balance, beginning of year $ 117 $ 101 Provision charged to earnings 103 104 Write-offs and adjustments (103) (75) Foreign currency translation adjustments (1) (11) Balance, end of period $ 116 $ 119 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | The Company's intangible assets at September 30, 2023 and December 31, 2022 consist of the following (in millions): September 30, 2023 December 31, 2022 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amortization Period Trade names $ 1,805 $ (883) $ 922 $ 1,806 $ (812) $ 994 3 - 20 years Supply and distribution agreements 1,383 (723) 660 1,386 (658) 728 3 - 20 years Technology and other intangible assets 327 (249) 78 330 (223) 107 Up to 20 years Total intangible assets $ 3,515 $ (1,855) $ 1,660 $ 3,522 $ (1,693) $ 1,829 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | Outstanding debt at September 30, 2023 consists of the following (in millions): September 30, 2023 Outstanding Principal Amount Unamortized Debt Carrying Value Current liabilities: 2.375% (€1 Billion) Senior Notes due September 2024 $ 1,059 $ (2) $ 1,057 0.75% Convertible Senior Notes due May 2025 863 (7) 856 Total current liabilities $ 1,922 $ (9) $ 1,913 Long-term debt: 3.65% Senior Notes due March 2025 $ 500 $ (1) $ 499 0.1% (€950 Million) Senior Notes due March 2025 1,006 (2) 1,004 3.6% Senior Notes due June 2026 1,000 (2) 998 4.0% (€750 Million) Senior Notes due November 2026 794 (3) 791 1.8% (€1 Billion) Senior Notes due March 2027 1,059 (2) 1,057 3.55% Senior Notes due March 2028 500 (2) 498 0.5% (€750 Million) Senior Notes due March 2028 794 (3) 791 3.625% (€500 Million) Senior Notes due November 2028 529 (3) 526 4.25% (€750 Million) Senior Notes due May 2029 794 (5) 789 4.625% Senior Notes due April 2030 1,500 (8) 1,492 4.5% (€1 Billion) Senior Notes due November 2031 1,059 (7) 1,052 4.125% (€1.25 Billion) Senior Notes due May 2033 1,323 (14) 1,309 4.75% (€1 Billion) Senior Notes due November 2034 1,059 (9) 1,050 Total long-term debt $ 11,917 $ (61) $ 11,856 Outstanding debt at December 31, 2022 consists of the following (in millions): December 31, 2022 Outstanding Unamortized Debt Carrying Value Current liabilities: 2.75% Senior Notes due March 2023 $ 500 $ — $ 500 Total current liabilities $ 500 $ — $ 500 Long-term debt: 2.375% (€1 Billion) Senior Notes due September 2024 $ 1,067 $ (3) $ 1,064 3.65% Senior Notes due March 2025 500 (1) 499 0.1% (€950 Million) Senior Notes due March 2025 1,014 (3) 1,011 0.75% Convertible Senior Notes due May 2025 863 (9) 854 3.6% Senior Notes due June 2026 1,000 (3) 997 4.0% (€750 Million) Senior Notes due November 2026 800 (3) 797 1.8% (€1 Billion) Senior Notes due March 2027 1,067 (2) 1,065 3.55% Senior Notes due March 2028 500 (2) 498 0.5% (€750 Million) Senior Notes due March 2028 800 (3) 797 4.25% (€750 Million) Senior Notes due May 2029 800 (6) 794 4.625% Senior Notes due April 2030 1,500 (9) 1,491 4.5% (€1 Billion) Senior Notes due November 2031 1,067 (7) 1,060 4.75% (€1 Billion) Senior Notes due November 2034 1,067 (9) 1,058 Total long-term debt $ 12,045 $ (60) $ 11,985 |
TREASURY STOCK (Tables)
TREASURY STOCK (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Stock Repurchase Activity | The following table summarizes the Company's stock repurchase activities during the three and nine months ended September 30, 2023 and 2022 (in millions, except for shares, which are reflected in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Shares Amount Shares Amount Shares Amount Shares Amount Authorized stock repurchase programs 867 $ 2,616 1,064 $ 1,959 2,856 $ 7,776 2,090 $ 4,178 General authorization for shares withheld on stock award vesting 3 9 3 7 70 185 77 162 Total 870 $ 2,625 1,067 $ 1,966 2,926 $ 7,961 2,167 $ 4,340 |
CHANGES IN ACCUMULATED OTHER _2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Changes in the Balances of Accumulated Other Comprehensive Loss | The tables below present the changes in the balances of accumulated other comprehensive loss ("AOCI") by component for the three and nine months ended September 30, 2023 and 2022 (in millions): Foreign currency translation adjustments Net unrealized (losses) gains on available-for-sale securities Total AOCI, net of tax Foreign currency translation Net investment hedges (1) Total, net of tax Before tax Tax Total, net of tax Before tax Tax (2) Before tax Tax Three Months Ended September 30, 2023 Balance, June 30, 2023 $ (476) $ 76 $ 163 $ (46) $ (283) $ (11) $ 3 $ (8) $ (291) Other comprehensive income (loss) ("OCI") for the period (240) 46 259 (61) 4 3 (1) 2 6 Balance, September 30, 2023 $ (716) $ 122 $ 422 $ (107) $ (279) $ (8) $ 2 $ (6) $ (285) Nine Months Ended September 30, 2023 Balance, December 31, 2022 $ (579) $ 93 $ 310 $ (81) $ (257) $ (13) $ 3 $ (10) $ (267) OCI for the period (137) 29 112 (26) (22) 5 (1) 4 (18) Balance, September 30, 2023 $ (716) $ 122 $ 422 $ (107) $ (279) $ (8) $ 2 $ (6) $ (285) Three Months Ended September 30, 2022 Balance, June 30, 2022 $ (717) $ 112 $ 470 $ (119) $ (254) $ 3 $ (1) $ 2 $ (252) OCI for the period (402) 51 293 (69) (127) (16) 4 (12) (139) Balance, September 30, 2022 $ (1,119) $ 163 $ 763 $ (188) $ (381) $ (13) $ 3 $ (10) $ (391) Nine Months Ended September 30, 2022 Balance, December 31, 2021 $ (276) $ 67 $ 91 $ (28) $ (146) $ 3 $ (1) $ 2 $ (144) OCI for the period (843) 96 672 (160) (235) (16) 4 (12) (247) Balance, September 30, 2022 $ (1,119) $ 163 $ 763 $ (188) $ (381) $ (13) $ 3 $ (10) $ (391) (1) Net investment hedges balance at September 30, 2023 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries (see Note 9). (2) The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the U.S. Tax Cuts and Jobs Act. |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Components of other income (expense), net | The components of other income (expense), net for the three and nine months ended September 30, 2023 and 2022 were as follows (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Interest and dividend income $ 289 $ 61 $ 783 $ 88 Net gains (losses) on equity securities (1) 16 (336) (151) (1,142) Foreign currency transaction (losses) gains (2) (1) (34) (102) 12 Other (4) 4 3 2 Other income (expense), net $ 300 $ (305) $ 533 $ (1,040) (1) Includes loss of $149 million related to the sale of Meituan during the nine months ended September 30, 2023. See Note 5 for additional information related to net gains (losses) on equity securities and Note 6 for additional information related to impairments of an investment in equity securities. |
OTHER (Tables)
OTHER (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents | The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amounts shown in the Unaudited Consolidated Statements of Cash Flows (in millions): September 30, December 31, (Unaudited) As included in the Consolidated Balance Sheets: Cash and cash equivalents $ 13,294 $ 12,221 Restricted cash and cash equivalents (1) 32 30 Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Consolidated Statements of Cash Flows $ 13,326 $ 12,251 (1) Included in "Other current assets" in the Consolidated Balance Sheets and principally consist of amounts relating to the Company's travel-related insurance business. |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 7,341 | $ 6,052 | $ 16,581 | $ 13,041 |
Online accommodation reservation services | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 89% | 90% | 89% | 88% |
Other sources of online travel reservation services and advertising and other revenues | Revenue Benchmark | Product Concentration Risk | Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 10% | 10% | 10% | 10% |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 633 | $ 606 | $ 1,771 | $ 1,675 |
The Netherlands | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,127 | 4,991 | 13,326 | 10,300 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 581 | $ 455 | $ 1,484 | $ 1,066 |
REVENUE - Incentive Programs (D
REVENUE - Incentive Programs (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | Incentives Programs | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||
Liabilities for incentives granted to consumers | $ 183 | $ 143 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Aggregate grant-date fair value of performance share units and restricted stock units granted during the period | $ 574 |
Aggregate fair value of performance share units and restricted stock units vested during the period | 436 |
Intrinsic value of options exercised during the period | 110 |
Restricted Stock Units and Performance Share Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized estimated compensation expense, unvested share-based awards | $ 748 |
Total future compensation cost related to unvested share-based awards, expected period of recognition | 1 year 10 months 24 days |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Share-Based Compensation Activity (Details) - $ / shares | 9 Months Ended | 24 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | |||
Restricted Stock Units | ||||
Shares | ||||
Unvested, beginning of period (in shares) | 280,460 | |||
Granted (in shares) | 165,427 | |||
Vested (in shares) | (133,767) | |||
Forfeited (in shares) | (13,903) | |||
Unvested, end of period (in shares) | 298,217 | 280,460 | ||
Weighted-average Grant-date Fair Value | ||||
Unvested, beginning of period (in dollars per share) | $ 2,070 | |||
Granted (in dollars per share) | 2,629 | |||
Vested (in dollars per share) | 2,021 | |||
Forfeited (in dollars per share) | 2,315 | |||
Unvested, end of period (in dollars per share) | $ 2,391 | $ 2,070 | ||
Performance Share Units | ||||
Shares | ||||
Unvested, beginning of period (in shares) | [1] | 143,702 | ||
Granted (in shares) | [2] | 51,941 | ||
Vested (in shares) | (30,118) | |||
Performance shares adjustment (in shares) | [3] | 33,096 | ||
Forfeited (in shares) | (7,141) | |||
Unvested, end of period (in shares) | 191,480 | 143,702 | [1] | |
Weighted-average Grant-date Fair Value | ||||
Unvested, beginning of period (in dollars per share) | [1] | $ 2,294 | ||
Granted (in dollars per share) | [2] | 2,679 | ||
Vested (in dollars per share) | 2,327 | |||
Performance shares adjustment (in dollars per share) | [3] | 2,411 | ||
Forfeited (in dollars per share) | 2,262 | |||
Unvested, end of period (in dollars per share) | $ 2,415 | $ 2,294 | [1] | |
Performance Share Units 2021 and 2022 Grants | Performance Share Units | ||||
Weighted-average Grant-date Fair Value | ||||
Performance share units awarded during the period where a grant date was not yet established. (in shares) | 14,087 | |||
Performance share units awarded during the period where a grant date was established. (in shares) | 9,688 | |||
[1]Excludes 14,087 performance share units awarded during the years ended December 31, 2022 and 2021 for which the grant date under Accounting Standards Codification ("ASC") 718, Compensation - Stock Compensation , was not established as of December 31, 2022. Among other conditions, for the grant date to be established, a mutual understanding is required to be reached between the Company and the employee of the key terms and conditions of the award, including the performance targets. The performance targets for each of the annual performance periods under the award are set at the beginning of the respective year. |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Balance, beginning of period (in shares) | 120,813 | |
Exercised (in shares) | (86,763) | |
Forfeited (in shares) | (62) | |
Balance, end of period (in shares) | 33,988 | 120,813 |
Exercisable (in shares) | 33,988 | |
Weighted-average Exercise Price | ||
Balance, beginning of period (in dollars per share) | $ 1,408 | |
Exercised (in dollars per share) | 1,407 | |
Forfeited (in dollars per share) | 1,411 | |
Balance, end of period (in dollars per share) | 1,411 | $ 1,408 |
Exercisable (in dollars per share) | $ 1,411 | |
Aggregate Intrinsic Value | ||
Balance | $ 57 | $ 73 |
Exercisable | $ 57 | |
Weighted-average Remaining Contractual Term | ||
Balance | 6 years 7 months 6 days | 7 years 3 months 18 days |
Exercisable | 6 years 7 months 6 days |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Weighted-average number of basic common shares outstanding (in shares) | 35,570 | 39,564 | 36,615 | 40,326 |
Weighted-average dilutive stock options, restricted stock units and performance share units (in shares) | 231 | 107 | 211 | 149 |
Assumed conversion of convertible senior notes (in shares) | 186 | 0 | 145 | 29 |
Weighted-average number of diluted common and common equivalent shares outstanding (in shares) | 35,987 | 39,671 | 36,971 | 40,504 |
INVESTMENTS - Summary of Invest
INVESTMENTS - Summary of Investments by Major Security Type (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
Debt securities: | |||
Cost | $ 632 | $ 176 | |
Gross Unrealized Gains /Upward Adjustments | 0 | 0 | |
Gross Unrealized Losses /Downward Adjustments | (8) | (1) | |
Carrying Value | 624 | 175 | |
Equity securities: | |||
Cost | 793 | 1,819 | |
Gross Unrealized Gains /Upward Adjustments | 259 | 1,611 | |
Gross Unrealized Losses /Downward Adjustments | (632) | (641) | |
Carrying Value | 420 | 2,789 | |
Short-term Investments | |||
Debt securities: | |||
Cost | 632 | 176 | |
Long-term Investments | |||
Debt securities: | |||
Cost | 576 | ||
Gross Unrealized Gains/Upward Adjustments | 0 | ||
Gross Unrealized Losses/Downward Adjustments | (11) | ||
Carrying Value | 565 | ||
Equity securities: | |||
Cost | 1,243 | ||
Gross Unrealized Gains /Upward Adjustments | 1,611 | ||
Gross Unrealized Losses /Downward Adjustments | (630) | ||
Carrying Value | 2,224 | ||
International government securities | Short-term Investments | |||
Debt securities: | |||
Cost | 73 | 13 | |
Gross Unrealized Gains/Upward Adjustments | 0 | 0 | |
Gross Unrealized Losses/Downward Adjustments | (1) | 0 | |
Carrying Value | 72 | 13 | |
International government securities | Long-term Investments | |||
Debt securities: | |||
Cost | 63 | ||
Gross Unrealized Gains/Upward Adjustments | 0 | ||
Gross Unrealized Losses/Downward Adjustments | (1) | ||
Carrying Value | 62 | ||
U.S. government securities | Short-term Investments | |||
Debt securities: | |||
Cost | [1] | 185 | 131 |
Gross Unrealized Gains/Upward Adjustments | [1] | 0 | 0 |
Gross Unrealized Losses/Downward Adjustments | [1] | (2) | (1) |
Carrying Value | [1] | 183 | 130 |
U.S. government securities | Long-term Investments | |||
Debt securities: | |||
Cost | [1] | 147 | |
Gross Unrealized Gains/Upward Adjustments | [1] | 0 | |
Gross Unrealized Losses/Downward Adjustments | [1] | (3) | |
Carrying Value | [1] | 144 | |
Corporate debt securities | Short-term Investments | |||
Debt securities: | |||
Cost | 374 | 32 | |
Gross Unrealized Gains/Upward Adjustments | 0 | 0 | |
Gross Unrealized Losses/Downward Adjustments | (5) | 0 | |
Carrying Value | 369 | 32 | |
Corporate debt securities | Long-term Investments | |||
Debt securities: | |||
Cost | 366 | ||
Gross Unrealized Gains/Upward Adjustments | 0 | ||
Gross Unrealized Losses/Downward Adjustments | (7) | ||
Carrying Value | 359 | ||
Equity securities with readily determinable fair values | Long-term Investments | |||
Equity securities: | |||
Cost | 715 | 1,165 | |
Gross Unrealized Gains /Upward Adjustments | 0 | 1,352 | |
Gross Unrealized Losses /Downward Adjustments | (424) | (446) | |
Carrying Value | 291 | 2,071 | |
Equity securities of private companies | Long-term Investments | |||
Equity securities: | |||
Cost | 78 | 78 | |
Gross Unrealized Gains /Upward Adjustments | 259 | 259 | |
Gross Unrealized Losses /Downward Adjustments | (208) | (184) | |
Carrying Value | $ 129 | $ 153 | |
[1]Includes investments in U.S. municipal bonds. |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Schedule of Investments [Line Items] | |||
Proceeds from sale and maturity of investments | $ 1,785 | $ 30 | |
Equity securities with readily determinable fair values | Long-term Investments | |||
Schedule of Investments [Line Items] | |||
Equity securities, fair value | 291 | $ 2,071 | |
Cost | 715 | 1,165 | |
Equity securities of private companies | Long-term Investments | |||
Schedule of Investments [Line Items] | |||
Cost of investment without readily determinable fair values | 78 | 78 | |
Investment in equity securities without readily determinable FV | 129 | 153 | |
Grab | |||
Schedule of Investments [Line Items] | |||
Equity securities, fair value | 150 | 136 | |
DiDi | |||
Schedule of Investments [Line Items] | |||
Equity securities, fair value | 127 | 125 | |
Meituan | |||
Schedule of Investments [Line Items] | |||
Equity securities, fair value | 1,800 | ||
Proceeds from sale and maturity of investments | 1,700 | ||
Net loss on equity securities | 149 | ||
Cost | 450 | ||
Yanolja | Equity securities of private companies | |||
Schedule of Investments [Line Items] | |||
Cost of investment without readily determinable fair values | 51 | 51 | |
Equity securities, impairment loss, annual amount | 24 | $ 184 | |
Investment in equity securities without readily determinable FV | $ 98 | $ 122 |
INVESTMENTS - Summary of Unreal
INVESTMENTS - Summary of Unrealized Gains (Losses) on Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Grab | ||||
Schedule of Investments [Line Items] | ||||
Unrealized gains (losses) equity securities | $ 5 | $ 4 | $ 14 | $ (190) |
DiDi | ||||
Schedule of Investments [Line Items] | ||||
Unrealized gains (losses) equity securities | 9 | (44) | 2 | (123) |
Meituan | ||||
Schedule of Investments [Line Items] | ||||
Unrealized gains (losses) equity securities | $ 0 | $ (294) | $ 0 | $ (629) |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Carried at Fair Value (Details) $ in Millions | Sep. 30, 2023 USD ($) | Jun. 30, 2023 | Dec. 31, 2022 USD ($) | Jun. 30, 2022 | ||
Yanolja | Weighted average cost of capital | Income Approach | Minimum | ||||||
LIABILITIES: | ||||||
Equity securities, fair value measurement input | 0.105 | 0.10 | ||||
Yanolja | Weighted average cost of capital | Income Approach | Maximum | ||||||
LIABILITIES: | ||||||
Equity securities, fair value measurement input | 0.145 | 0.14 | ||||
Yanolja | Terminal EBITDA Multiple | Income Approach | Minimum | ||||||
LIABILITIES: | ||||||
Equity securities, fair value measurement input | 14 | 14 | ||||
Yanolja | Terminal EBITDA Multiple | Income Approach | Maximum | ||||||
LIABILITIES: | ||||||
Equity securities, fair value measurement input | 16 | 16 | ||||
Yanolja | EBITDA Multiple Decrease | Market Approach | ||||||
LIABILITIES: | ||||||
Equity securities, fair value measurement input | 0.36 | |||||
Recurring Basis | ||||||
ASSETS: | ||||||
Assets at fair value | $ 13,151 | $ 14,419 | ||||
Recurring Basis | Money market fund investments | Cash Equivalents and Restricted Cash Equivalents | ||||||
ASSETS: | ||||||
Assets at fair value | 12,105 | 11,483 | ||||
Recurring Basis | Certificates of deposit | Cash Equivalents and Restricted Cash Equivalents | ||||||
ASSETS: | ||||||
Assets at fair value | 79 | 60 | ||||
Recurring Basis | International government securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 72 | 13 | ||||
Recurring Basis | International government securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 62 | |||||
Recurring Basis | U.S. government securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 183 | 130 | ||||
Recurring Basis | U.S. government securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 144 | |||||
Recurring Basis | Corporate debt securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 369 | 32 | ||||
Recurring Basis | Corporate debt securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 359 | |||||
Recurring Basis | Equity securities with readily determinable fair values | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 291 | 2,071 | ||||
Recurring Basis | Not Designated as Hedging Instrument | Foreign currency exchange derivatives | ||||||
ASSETS: | ||||||
Assets at fair value | 52 | 65 | ||||
LIABILITIES: | ||||||
Liabilities at fair value | 102 | 26 | ||||
Nonrecurring Basis | Equity securities of private companies | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 98 | [1] | 122 | [2] | ||
Level 1 | Recurring Basis | ||||||
ASSETS: | ||||||
Assets at fair value | 12,475 | 13,614 | ||||
Level 1 | Recurring Basis | Money market fund investments | Cash Equivalents and Restricted Cash Equivalents | ||||||
ASSETS: | ||||||
Assets at fair value | 12,105 | 11,483 | ||||
Level 1 | Recurring Basis | Certificates of deposit | Cash Equivalents and Restricted Cash Equivalents | ||||||
ASSETS: | ||||||
Assets at fair value | 79 | 60 | ||||
Level 1 | Recurring Basis | International government securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 1 | Recurring Basis | International government securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | |||||
Level 1 | Recurring Basis | U.S. government securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 1 | Recurring Basis | U.S. government securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | |||||
Level 1 | Recurring Basis | Corporate debt securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 1 | Recurring Basis | Corporate debt securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | |||||
Level 1 | Recurring Basis | Equity securities with readily determinable fair values | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 291 | 2,071 | ||||
Level 1 | Recurring Basis | Not Designated as Hedging Instrument | Foreign currency exchange derivatives | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
LIABILITIES: | ||||||
Liabilities at fair value | 0 | 0 | ||||
Level 1 | Nonrecurring Basis | Equity securities of private companies | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | [1] | 0 | [2] | ||
Level 2 | Recurring Basis | ||||||
ASSETS: | ||||||
Assets at fair value | 676 | 805 | ||||
Level 2 | Recurring Basis | Money market fund investments | Cash Equivalents and Restricted Cash Equivalents | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 2 | Recurring Basis | Certificates of deposit | Cash Equivalents and Restricted Cash Equivalents | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 2 | Recurring Basis | International government securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 72 | 13 | ||||
Level 2 | Recurring Basis | International government securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 62 | |||||
Level 2 | Recurring Basis | U.S. government securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 183 | 130 | ||||
Level 2 | Recurring Basis | U.S. government securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 144 | |||||
Level 2 | Recurring Basis | Corporate debt securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 369 | 32 | ||||
Level 2 | Recurring Basis | Corporate debt securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 359 | |||||
Level 2 | Recurring Basis | Equity securities with readily determinable fair values | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 2 | Recurring Basis | Not Designated as Hedging Instrument | Foreign currency exchange derivatives | ||||||
ASSETS: | ||||||
Assets at fair value | 52 | 65 | ||||
LIABILITIES: | ||||||
Liabilities at fair value | 102 | 26 | ||||
Level 2 | Nonrecurring Basis | Equity securities of private companies | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | [1] | 0 | [2] | ||
Level 3 | Recurring Basis | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 3 | Recurring Basis | Money market fund investments | Cash Equivalents and Restricted Cash Equivalents | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 3 | Recurring Basis | Certificates of deposit | Cash Equivalents and Restricted Cash Equivalents | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 3 | Recurring Basis | International government securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 3 | Recurring Basis | International government securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | |||||
Level 3 | Recurring Basis | U.S. government securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 3 | Recurring Basis | U.S. government securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | |||||
Level 3 | Recurring Basis | Corporate debt securities | Short-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 3 | Recurring Basis | Corporate debt securities | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | |||||
Level 3 | Recurring Basis | Equity securities with readily determinable fair values | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
Level 3 | Recurring Basis | Not Designated as Hedging Instrument | Foreign currency exchange derivatives | ||||||
ASSETS: | ||||||
Assets at fair value | 0 | 0 | ||||
LIABILITIES: | ||||||
Liabilities at fair value | 0 | 0 | ||||
Level 3 | Nonrecurring Basis | Equity securities of private companies | Long-term Investments | ||||||
ASSETS: | ||||||
Assets at fair value | $ 98 | [1] | $ 122 | [2] | ||
[1]During the three months ended June 30, 2023, the investment in Yanolja was written down to its estimated fair value (see Note 5).[2]During the year ended December 31, 2022, the investment in Yanolja was written down to its estimated fair value. |
FAIR VALUE MEASUREMENTS - Notio
FAIR VALUE MEASUREMENTS - Notional Amount of Foreign Currency Exchange Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Losses on foreign currency exchange derivatives | $ 56 | $ 58 | $ 140 | $ 114 | |
Recurring Basis | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Assets at fair value | 13,151 | 13,151 | $ 14,419 | ||
Recurring Basis | Level 2 | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Assets at fair value | 676 | 676 | 805 | ||
Foreign currency exchange derivatives | Not Designated as Hedging Instrument | Foreign currency purchases | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount | 4,475 | 4,475 | 2,870 | ||
Foreign currency exchange derivatives | Not Designated as Hedging Instrument | Foreign currency sales | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount | 3,957 | 3,957 | 2,682 | ||
Foreign currency exchange derivatives | Not Designated as Hedging Instrument | Recurring Basis | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Assets at fair value | 52 | 52 | 65 | ||
Liabilities at fair value | 102 | 102 | 26 | ||
Foreign currency exchange derivatives | Not Designated as Hedging Instrument | Recurring Basis | Level 2 | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Assets at fair value | 52 | 52 | 65 | ||
Liabilities at fair value | $ 102 | $ 102 | $ 26 |
ACCOUNTS RECEIVABLE AND OTHER_3
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Receivables from customers | $ 2,500 | $ 1,500 |
Receivables from payment processors and networks | $ 909 | $ 730 |
ACCOUNTS RECEIVABLE AND OTHER_4
ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS - Summary of the Activity of the Allowance for Expected Credit Losses on Accounts Receivable (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of year | $ 117 | $ 101 |
Provision charged to earnings | 103 | 104 |
Write-offs and adjustments | (103) | (75) |
Foreign currency translation adjustments | (1) | (11) |
Balance, end of period | $ 116 | $ 119 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-lived intangible assets | ||
Gross Carrying Amount | $ 3,515 | $ 3,522 |
Accumulated Amortization | (1,855) | (1,693) |
Net Carrying Amount | 1,660 | 1,829 |
Trade names | ||
Finite-lived intangible assets | ||
Gross Carrying Amount | 1,805 | 1,806 |
Accumulated Amortization | (883) | (812) |
Net Carrying Amount | $ 922 | 994 |
Trade names | Minimum | ||
Finite-lived intangible assets | ||
Amortization Period | 3 years | |
Trade names | Maximum | ||
Finite-lived intangible assets | ||
Amortization Period | 20 years | |
Supply and distribution agreements | ||
Finite-lived intangible assets | ||
Gross Carrying Amount | $ 1,383 | 1,386 |
Accumulated Amortization | (723) | (658) |
Net Carrying Amount | $ 660 | 728 |
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 and other intangible assets | ||
Finite-lived intangible assets | ||
Gross Carrying Amount | $ 327 | 330 |
Accumulated Amortization | (249) | (223) |
Net Carrying Amount | $ 78 | $ 107 |
Technology and other intangible assets | Maximum | ||
Finite-lived intangible assets | ||
Amortization Period | 20 years |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization of Intangible Assets | $ 55,000,000 | $ 55,000,000 | $ 166,000,000 | $ 167,000,000 | |
Cumulative impairment charges | $ 2,000,000,000 | 2,000,000,000 | $ 2,000,000,000 | ||
Impairment of goodwill | $ 0 |
DEBT - Schedule of Outstanding
DEBT - Schedule of Outstanding Debt (Details) € in Millions, $ in Millions | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Apr. 30, 2020 USD ($) |
Debt Instrument | |||||
Carrying Value | $ 1,913 | $ 500 | |||
Carrying Value | 11,856 | 11,985 | |||
Senior Notes | |||||
Debt Instrument | |||||
Outstanding Principal Amount | 11,917 | 12,045 | |||
Unamortized Debt Discount and Debt Issuance Cost | (61) | (60) | |||
Carrying Value | 11,856 | 11,985 | |||
Senior Notes | |||||
Debt Instrument | |||||
Outstanding Principal Amount | 1,922 | 500 | |||
Unamortized Debt Discount and Debt Issuance Cost | (9) | 0 | |||
Carrying Value | $ 1,913 | $ 500 | |||
2.75% Senior Notes due March 2023 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 2.75% | 2.75% | |||
Outstanding Principal Amount | $ 500 | ||||
Unamortized Debt Discount and Debt Issuance Cost | 0 | ||||
Carrying Value | $ 500 | ||||
2.375% (€1 Billion) Senior Notes due September 2024 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 2.375% | 2.375% | |||
Aggregate principal amount | € | € 1,000 | ||||
Outstanding Principal Amount | $ 1,067 | ||||
Unamortized Debt Discount and Debt Issuance Cost | (3) | ||||
Carrying Value | $ 1,064 | ||||
2.375% (€1 Billion) Senior Notes due September 2024 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 2.375% | 2.375% | |||
Aggregate principal amount | € | € 1,000 | ||||
Outstanding Principal Amount | $ 1,059 | ||||
Unamortized Debt Discount and Debt Issuance Cost | (2) | ||||
Carrying Value | $ 1,057 | ||||
0.75% Convertible Senior Notes due May 2025 | Convertible Debt | |||||
Debt Instrument | |||||
Stated interest rate | 0.75% | 0.75% | 0.75% | ||
Aggregate principal amount | $ 863 | ||||
Outstanding Principal Amount | $ 863 | ||||
Unamortized Debt Discount and Debt Issuance Cost | (9) | ||||
Carrying Value | $ 854 | ||||
0.75% Convertible Senior Notes due May 2025 | Convertible Debt | |||||
Debt Instrument | |||||
Stated interest rate | 0.75% | 0.75% | |||
Outstanding Principal Amount | $ 863 | ||||
Unamortized Debt Discount and Debt Issuance Cost | (7) | ||||
Carrying Value | $ 856 | ||||
3.65% Senior Notes due March 2025 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 3.65% | 3.65% | 3.65% | 3.65% | |
Outstanding Principal Amount | $ 500 | $ 500 | |||
Unamortized Debt Discount and Debt Issuance Cost | (1) | (1) | |||
Carrying Value | $ 499 | $ 499 | |||
0.1% (€950 Million) Senior Notes due March 2025 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 0.10% | 0.10% | 0.10% | 0.10% | |
Aggregate principal amount | € | € 950 | € 950 | |||
Outstanding Principal Amount | $ 1,006 | $ 1,014 | |||
Unamortized Debt Discount and Debt Issuance Cost | (2) | (3) | |||
Carrying Value | $ 1,004 | $ 1,011 | |||
3.6% Senior Notes due June 2026 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 3.60% | 3.60% | 3.60% | 3.60% | |
Outstanding Principal Amount | $ 1,000 | $ 1,000 | |||
Unamortized Debt Discount and Debt Issuance Cost | (2) | (3) | |||
Carrying Value | $ 998 | $ 997 | |||
4.0% (€750 Million) Senior Notes due November 2026 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 4% | 4% | 4% | 4% | |
Aggregate principal amount | € | € 750 | € 750 | |||
Outstanding Principal Amount | $ 794 | $ 800 | |||
Unamortized Debt Discount and Debt Issuance Cost | (3) | (3) | |||
Carrying Value | $ 791 | $ 797 | |||
1.8% (€1 Billion) Senior Notes due March 2027 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 1.80% | 1.80% | 1.80% | 1.80% | |
Aggregate principal amount | € | € 1,000 | € 1,000 | |||
Outstanding Principal Amount | $ 1,059 | $ 1,067 | |||
Unamortized Debt Discount and Debt Issuance Cost | (2) | (2) | |||
Carrying Value | $ 1,057 | $ 1,065 | |||
3.55% Senior Notes due March 2028 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 3.55% | 3.55% | 3.55% | 3.55% | |
Outstanding Principal Amount | $ 500 | $ 500 | |||
Unamortized Debt Discount and Debt Issuance Cost | (2) | (2) | |||
Carrying Value | $ 498 | $ 498 | |||
0.5% (€750 Million) Senior Notes due March 2028 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 0.50% | 0.50% | 0.50% | 0.50% | |
Aggregate principal amount | € | € 750 | € 750 | |||
Outstanding Principal Amount | $ 794 | $ 800 | |||
Unamortized Debt Discount and Debt Issuance Cost | (3) | (3) | |||
Carrying Value | $ 791 | $ 797 | |||
3.625% (€500 Million) Senior Notes due November 2028 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 3.625% | 3.625% | |||
Aggregate principal amount | € | € 500 | ||||
Outstanding Principal Amount | $ 529 | ||||
Unamortized Debt Discount and Debt Issuance Cost | (3) | ||||
Carrying Value | $ 526 | ||||
4.25% (€750 Million) Senior Notes due May 2029 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 4.25% | 4.25% | 4.25% | 4.25% | |
Aggregate principal amount | € | € 750 | € 750 | |||
Outstanding Principal Amount | $ 794 | $ 800 | |||
Unamortized Debt Discount and Debt Issuance Cost | (5) | (6) | |||
Carrying Value | $ 789 | $ 794 | |||
4.625% Senior Notes due April 2030 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 4.625% | 4.625% | 4.625% | 4.625% | |
Outstanding Principal Amount | $ 1,500 | $ 1,500 | |||
Unamortized Debt Discount and Debt Issuance Cost | (8) | (9) | |||
Carrying Value | $ 1,492 | $ 1,491 | |||
4.5% (€1 Billion) Senior Notes due November 2031 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 4.50% | 4.50% | 4.50% | 4.50% | |
Aggregate principal amount | € | € 1,000 | € 1,000 | |||
Outstanding Principal Amount | $ 1,059 | $ 1,067 | |||
Unamortized Debt Discount and Debt Issuance Cost | (7) | (7) | |||
Carrying Value | $ 1,052 | $ 1,060 | |||
4.125% (€1.25 Billion) Senior Notes due May 2033 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 4.125% | 4.125% | |||
Aggregate principal amount | € | € 1,250 | ||||
Outstanding Principal Amount | $ 1,323 | ||||
Unamortized Debt Discount and Debt Issuance Cost | (14) | ||||
Carrying Value | $ 1,309 | ||||
4.75% (€1 Billion) Senior Notes due November 2034 | Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 4.75% | 4.75% | 4.75% | 4.75% | |
Aggregate principal amount | € | € 1,000 | € 1,000 | |||
Outstanding Principal Amount | $ 1,059 | $ 1,067 | |||
Unamortized Debt Discount and Debt Issuance Cost | (9) | (9) | |||
Carrying Value | $ 1,050 | $ 1,058 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
May 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Apr. 30, 2020 USD ($) day $ / shares | Aug. 31, 2019 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | |
Level 2 | |||||||||||
Debt Instrument | |||||||||||
Estimated fair value of outstanding debt | $ 14,000,000,000 | $ 14,000,000,000 | $ 12,400,000,000 | ||||||||
2.75% Senior Notes due March 2023 | Senior Notes | |||||||||||
Debt Instrument | |||||||||||
Stated interest rate | 2.75% | ||||||||||
Senior Notes Due March 2022 | Senior Notes | |||||||||||
Debt Instrument | |||||||||||
Repayments of senior debt | $ 1,100,000,000 | ||||||||||
Convertible Debt | |||||||||||
Debt Instrument | |||||||||||
Weighted-average effective interest rate | 1.20% | 1.20% | 1.20% | 1.20% | |||||||
Convertible Debt | 0.75% Convertible Senior Notes due May 2025 | |||||||||||
Debt Instrument | |||||||||||
Aggregate principal amount | $ 863,000,000 | ||||||||||
Stated interest rate | 0.75% | 0.75% | |||||||||
Payments of debt issuance costs | $ 19,000,000 | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1,886.44 | ||||||||||
Ratio of closing share price to conversion price as a condition for conversion of the convertible notes, minimum (Percentage) | 130% | ||||||||||
Convertible Debt | 0.75% Convertible Senior Notes due May 2025 | Level 2 | |||||||||||
Debt Instrument | |||||||||||
Estimated fair value of outstanding debt | $ 1,400,000,000 | $ 1,400,000,000 | $ 1,200,000,000 | ||||||||
Senior Notes | |||||||||||
Debt Instrument | |||||||||||
Carrying value of long-term debt | 12,900,000,000 | 12,900,000,000 | 11,600,000,000 | ||||||||
Interest expense, debt, coupon interest | 109,000,000 | $ 54,000,000 | 301,000,000 | $ 168,000,000 | |||||||
Senior Notes | 2.75% Senior Notes due March 2023 | |||||||||||
Debt Instrument | |||||||||||
Repayments of senior debt | $ 500,000,000 | ||||||||||
Minimum | Euro-Denominated Debt | Designated as Hedging Instrument | |||||||||||
Debt Instrument | |||||||||||
Carrying value of the portions of euro-denominated debt designated as a net investment hedge | 5,900,000,000 | 4,200,000,000 | |||||||||
Minimum | Convertible Debt | 0.75% Convertible Senior Notes due May 2025 | |||||||||||
Debt Instrument | |||||||||||
Minimum and maximum consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days) | day | 20 | ||||||||||
Additional payment to debt holder, settled In shares, aggregate value | $ 0 | ||||||||||
Maximum | Euro-Denominated Debt | Designated as Hedging Instrument | |||||||||||
Debt Instrument | |||||||||||
Carrying value of the portions of euro-denominated debt designated as a net investment hedge | 8,400,000,000 | $ 5,600,000,000 | |||||||||
Maximum | Convertible Debt | 0.75% Convertible Senior Notes due May 2025 | |||||||||||
Debt Instrument | |||||||||||
Minimum and maximum consecutive days the closing sales price of common stock must exceed a specified percentage of conversion price to trigger conversion feature of note (in days) | day | 30 | ||||||||||
Additional payment to debt holder, settled In shares, aggregate value | $ 235,000,000 | ||||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument | |||||||||||
Revolving credit facility, term | 5 years | 5 years | |||||||||
Revolving credit facility, maximum borrowing capacity | $ 2,000,000,000 | $ 2,000,000,000 | |||||||||
Long-term line of credit | 0 | 0 | 0 | ||||||||
Revolving Credit Facility | Minimum | Base Rate | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate | 0% | ||||||||||
Revolving Credit Facility | Maximum | Base Rate | |||||||||||
Debt Instrument | |||||||||||
Basis spread on variable rate | 1.375% | ||||||||||
Letter of Credit | |||||||||||
Debt Instrument | |||||||||||
Revolving credit facility, maximum borrowing capacity | $ 80,000,000 | ||||||||||
Letters of credit issued | $ 18,000,000 | $ 18,000,000 | $ 14,000,000 | ||||||||
Swingline Loans | |||||||||||
Debt Instrument | |||||||||||
Revolving credit facility, maximum borrowing capacity | $ 100,000,000 |
TREASURY STOCK (Details)
TREASURY STOCK (Details) - USD ($) shares in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2019 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Remaining authorization to repurchase common stock | $ 16,200,000,000 | $ 16,200,000,000 | $ 16,200,000,000 | |||||
Stock repurchase program, expected time to complete (in years) | 4 years | |||||||
Authorized stock repurchase programs (in shares) | 870 | 1,067 | 2,926 | 2,167 | ||||
Authorized stock repurchase programs | $ 2,625,000,000 | $ 1,966,000,000 | $ 7,961,000,000 | $ 4,340,000,000 | ||||
General authorization for shares withheld on stock award vesting (in shares) | 3 | 3 | 70 | 77 | ||||
General authorization for shares withheld on stock award vesting | $ 9,000,000 | $ 7,000,000 | $ 185,000,000 | $ 162,000,000 | ||||
Treasury stock repurchased but unsettled by period end amount | 70,000,000 | |||||||
Payments related to tax withholding for share-based compensation | 185,000,000 | $ 160,000,000 | ||||||
Estimated excise tax liability for share repurchases | $ 72,000,000 | $ 72,000,000 | $ 72,000,000 | |||||
2019 Share Repurchase Program | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Remaining authorization to repurchase common stock | $ 3,900,000,000 | |||||||
Amount of common stock repurchases authorized | $ 15,000,000,000 | |||||||
2023 Share Repurchase Program | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Amount of common stock repurchases authorized | $ 20,000,000,000 | |||||||
Common Stock Repurchase Program | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Authorized stock repurchase programs (in shares) | 867 | 1,064 | 2,856 | 2,090 | ||||
Authorized stock repurchase programs | $ 2,616,000,000 | $ 1,959,000,000 | $ 7,776,000,000 | $ 4,178,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | |||||
Effective tax rate, percent | 20.30% | 23.40% | 19.80% | 26.20% | |
Federal statutory tax rate, percent | 21% | 21% | 21% | 21% | |
Unrecognized tax benefits | $ 51 | $ 51 | $ 184 | ||
Unrecognized tax benefits that would impact the effective tax rate | 31 | 31 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 7 | $ 7 | $ 43 | ||
Tax and Customs Administration, Netherlands | |||||
Income Tax Contingency [Line Items] | |||||
Federal statutory tax rate, percent | 25.80% | 25.80% | 25.80% | 25.80% | |
Effective income tax rate at innovation box tax rate, percent | 9% | 9% | 9% | 9% |
CHANGES IN ACCUMULATED OTHER _3
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Total AOCI, net of tax | |||||
Balance | $ (665) | $ 4,002 | $ 2,782 | $ 6,178 | |
Total other comprehensive income (loss), net of tax | 6 | (139) | (18) | (247) | |
Balance | (625) | 3,670 | (625) | 3,670 | |
Foreign currency translation | |||||
Before tax | |||||
Balance | (476) | (717) | (579) | (276) | |
Other comprehensive income (loss) ("OCI") for the period | (240) | (402) | (137) | (843) | |
Balance | (716) | (1,119) | (716) | (1,119) | |
Tax (expense) benefit | |||||
Balance | [1] | 76 | 112 | 93 | 67 |
Other comprehensive income (loss) ("OCI") for the period | [1] | 46 | 51 | 29 | 96 |
Balance | [1] | 122 | 163 | 122 | 163 |
Net investment hedges | |||||
Before tax | |||||
Balance | [2] | 163 | 470 | 310 | 91 |
Other comprehensive income (loss) ("OCI") for the period | [2] | 259 | 293 | 112 | 672 |
Balance | [2] | 422 | 763 | 422 | 763 |
Tax (expense) benefit | |||||
Balance | [2] | (46) | (119) | (81) | (28) |
Other comprehensive income (loss) ("OCI") for the period | [2] | (61) | (69) | (26) | (160) |
Balance | [2] | (107) | (188) | (107) | (188) |
Foreign currency translation adjustments | |||||
Total AOCI, net of tax | |||||
Balance | (283) | (254) | (257) | (146) | |
Total other comprehensive income (loss), net of tax | 4 | (127) | (22) | (235) | |
Balance | (279) | (381) | (279) | (381) | |
Foreign currency translation adjustments | Net Investment Hedging | Foreign Currency Forward | |||||
Before tax | |||||
Balance | (53) | (53) | (53) | (53) | |
Balance | (53) | (53) | (53) | (53) | |
Total AOCI, net of tax | |||||
Balance | (35) | (35) | (35) | (35) | |
Balance | (35) | (35) | (35) | (35) | |
Net unrealized (losses) gains on available-for-sale securities | |||||
Before tax | |||||
Balance | (11) | 3 | (13) | 3 | |
Other comprehensive income (loss) ("OCI") for the period | 3 | (16) | 5 | (16) | |
Balance | (8) | (13) | (8) | (13) | |
Tax (expense) benefit | |||||
Balance | 3 | (1) | 3 | (1) | |
Other comprehensive income (loss) ("OCI") for the period | (1) | 4 | (1) | 4 | |
Balance | 2 | 3 | 2 | 3 | |
Total AOCI, net of tax | |||||
Balance | (8) | 2 | (10) | 2 | |
Total other comprehensive income (loss), net of tax | 2 | (12) | 4 | (12) | |
Balance | (6) | (10) | (6) | (10) | |
Total AOCI, net of tax | |||||
Total AOCI, net of tax | |||||
Balance | (291) | (252) | (267) | (144) | |
Balance | $ (285) | $ (391) | $ (285) | $ (391) | |
[1]The tax benefits relate to foreign currency translation adjustments to the Company's one-time deemed repatriation tax liability recorded at December 31, 2017 and foreign earnings for periods after December 31, 2017 that are subject to U.S. federal and state income tax, resulting from the enactment of the U.S. Tax Cuts and Jobs Act.[2]Net investment hedges balance at September 30, 2023 and earlier dates presented above, includes accumulated net losses from fair value adjustments of $35 million ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges. The remaining balances relate to foreign currency transaction gains (losses) and related tax benefits (expenses) associated with the Company's Euro-denominated debt that is designated as a hedge of the foreign currency exposure of the net investment in certain Euro functional currency subsidiaries (see Note 9). |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) € in Millions, $ in Millions | 1 Months Ended | 33 Months Ended | ||||||||
Jul. 31, 2023 USD ($) | Jul. 31, 2023 EUR (€) | Jun. 30, 2021 USD ($) | Jun. 30, 2021 EUR (€) | Aug. 31, 2021 USD ($) | Aug. 31, 2021 EUR (€) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | |
Commitments and Contingencies | ||||||||||
Unrecognized tax benefits | $ 51 | $ 184 | ||||||||
Partner liability insurance maximum coverage per occurrence | 1 | |||||||||
Standby Letters of Credit and Bank Guarantees | ||||||||||
Commitments and Contingencies | ||||||||||
Letters of credit and bank guarantees issued | 690 | 452 | ||||||||
Italian Tax Matters | ||||||||||
Commitments and Contingencies | ||||||||||
Unrecognized tax benefits | 19 | € 18 | $ 19 | € 18 | ||||||
Prepayments made to appeal a litigation matter or avoid collection enforcement | 78 | 74 | ||||||||
Italian Tax Matters | Tax Years 2013 Through 2018 | ||||||||||
Commitments and Contingencies | ||||||||||
Tax Assessments | $ 266 | € 251 | ||||||||
Italian Tax Matters | Tax Years 2013 through 2019 | ||||||||||
Commitments and Contingencies | ||||||||||
Recommended tax assessment | $ 163 | € 154 | ||||||||
Italian Tax Matters | Tax Years 2013 Through 2022 | ||||||||||
Commitments and Contingencies | ||||||||||
Loss contingency accrual, payments | $ 103 | € 93 | ||||||||
Pension-related litigation | ||||||||||
Commitments and Contingencies | ||||||||||
Estimated reasonably possible loss in excess of amount accrued | $ 428 | € 405 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Schedule of Investments [Line Items] | |||||
Interest and dividend income | $ 289 | $ 61 | $ 783 | $ 88 | |
Net gains (losses) on equity securities | [1] | 16 | (336) | (151) | (1,142) |
Foreign currency transaction (losses) gains | [2] | (1) | (34) | (102) | 12 |
Other | (4) | 4 | 3 | 2 | |
Other income (expense), net | 300 | (305) | 533 | (1,040) | |
Foreign currency transaction gains related to Euro-denominated debt | $ 36 | $ 2 | 2 | $ 70 | |
Meituan | |||||
Schedule of Investments [Line Items] | |||||
Net loss on equity securities | $ 149 | ||||
[1]Includes loss of $149 million related to the sale of Meituan during the nine months ended September 30, 2023. See Note 5 for additional information related to net gains (losses) on equity securities and Note 6 for additional information related to impairments of an investment in equity securities.[2]Foreign currency transaction (losses) gains include gains of $36 million and $2 million for the three and nine months ended September 30, 2023, respectively, and gains of $2 million and $70 million for the three and nine months ended September 30, 2022, respectively, related to Euro-denominated debt and accrued interest that were not designated as net investment hedges (see Note 9). |
OTHER - Reconciliation of Cash
OTHER - Reconciliation of Cash and Cash Equivalents and Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |||||
Cash and cash equivalents | $ 13,294 | $ 12,221 | |||
Restricted cash and cash equivalents | [1] | 32 | 30 | ||
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Consolidated Statements of Cash Flows | $ 13,326 | $ 12,251 | $ 9,046 | $ 11,152 | |
[1]Included in "Other current assets" in the Consolidated Balance Sheets and principally consist of amounts relating to the Company's travel-related insurance business. |
OTHER - Narrative (Details)
OTHER - Narrative (Details) € in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||
Noncash investing activity related to additions to property and equipment, including stock-based compensation and accrued liabilities | $ 39 | $ 33 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||
Business Acquisition [Line Items] | ||||
Loss on transaction | $ 40 | |||
Etraveli Group | ||||
Business Acquisition [Line Items] | ||||
Termination fee | $ 90 | € 85 |