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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-36691
Booking Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware06-1528493
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
800 Connecticut Avenue
Norwalk, Connecticut 06854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 299-8000
Former name, former address and former fiscal year, if changed since last report: N/A
 _____________________________________________________________________________________________
 Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: Trading Symbol(s)Name of each exchange on which registered:
Common Stock par value $0.008 per share BKNGThe NASDAQ Global Select Market
2.375% Senior Notes Due 2024BKNG 24The NASDAQ Stock Market LLC
0.100% Senior Notes Due 2025BKNG 25The NASDAQ Stock Market LLC
4.000% Senior Notes Due 2026BKNG 26The NASDAQ Stock Market LLC
1.800% Senior Notes Due 2027BKNG 27The NASDAQ Stock Market LLC
0.500% Senior Notes Due 2028BKNG 28The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2028BKNG 28AThe NASDAQ Stock Market LLC
4.250% Senior Notes Due 2029BKNG 29The NASDAQ Stock Market LLC
3.500% Senior Notes Due 2029BKNG 29AThe NASDAQ Stock Market LLC
4.500% Senior Notes Due 2031BKNG 31The NASDAQ Stock Market LLC
3.625% Senior Notes Due 2032BKNG 32The NASDAQ Stock Market LLC
4.125% Senior Notes Due 2033BKNG 33 The NASDAQ Stock Market LLC
4.750% Senior Notes Due 2034BKNG 34The NASDAQ Stock Market LLC
3.750% Senior Notes Due 2036BKNG 36The NASDAQ Stock Market LLC
4.000% Senior Notes Due 2044BKNG 44The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filer
Accelerated filer Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes No



Number of shares of Common Stock outstanding at April 25, 2024:
Common Stock, par value $0.008 per share33,927,537
(Class)(Number of Shares)



Booking Holdings Inc.
Form 10-Q
 
For the Three Months Ended March 31, 2024
 
PART I - FINANCIAL INFORMATION 
  
Item 1. Financial Statements
  
Consolidated Balance Sheets at March 31, 2024 (Unaudited) and December 31, 2023
Consolidated Statements of Operations (Unaudited) For the Three Months Ended March 31, 2024 and 2023
Consolidated Statements of Comprehensive Income (Unaudited) For the Three Months Ended March 31, 2024 and 2023
Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) For the Three Months Ended March 31, 2024 and 2023
Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2024 and 2023
Notes to Unaudited Consolidated Financial Statements
  
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
  
Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
Item 4. Controls and Procedures
  
PART II - OTHER INFORMATION 
  
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
  
SIGNATURES
3


PART I — FINANCIAL INFORMATION
Item 1.  Financial Statements

Booking Holdings Inc.
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
 March 31,
2024
December 31,
2023
(Unaudited)
ASSETS  
Current assets:  
Cash and cash equivalents$15,629 $12,107 
Short-term investments (Available-for-sale debt securities:
Amortized cost of $363 and $580, respectively)
362 576 
Accounts receivable, net (Allowance for expected credit losses of $157 and $137, respectively)
3,296 3,253 
Prepaid expenses, net737 644 
Other current assets452 454 
Total current assets20,476 17,034 
Property and equipment, net805 784 
Operating lease assets663 705 
Intangible assets, net1,553 1,613 
Goodwill2,815 2,826 
Long-term investments443 440 
Other assets, net973 940 
Total assets$27,728 $24,342 
LIABILITIES AND STOCKHOLDERS' DEFICIT  
Current liabilities:  
Accounts payable$3,268 $3,480 
Accrued expenses and other current liabilities4,774 4,635 
Deferred merchant bookings5,328 3,254 
Short-term debt3,462 1,961 
Total current liabilities16,832 13,330 
Deferred income taxes287 258 
Operating lease liabilities556 599 
Long-term U.S. transition tax liability515 515 
Other long-term liabilities152 161 
Long-term debt13,438 12,223 
Total liabilities31,780 27,086 
Commitments and contingencies (see Note 13)
Stockholders' deficit:  
Common stock, $0.008 par value,
Authorized shares: 1,000,000,000
Issued shares: 64,252,207 and 64,048,000, respectively
  
Treasury stock: 30,185,788 and 29,650,351 shares, respectively
(43,330)(41,426)
Additional paid-in capital7,330 7,175 
Retained earnings32,304 31,830 
Accumulated other comprehensive loss(356)(323)
Total stockholders' deficit(4,052)(2,744)
Total liabilities and stockholders' deficit$27,728 $24,342 
    
See Notes to Unaudited Consolidated Financial Statements.
4


Booking Holdings Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
 Three Months Ended
March 31,
 20242023
Merchant revenues$2,388 $1,752 
Agency revenues1,763 1,782 
Advertising and other revenues264 244 
Total revenues4,415 3,778 
Operating expenses:  
Marketing expenses1,610 1,517 
Sales and other expenses678 570 
Personnel, including stock-based compensation of $144 and $113, respectively
826 722 
General and administrative186 262 
Information technology187 137 
Depreciation and amortization137 120 
Total operating expenses3,624 3,328 
Operating income791 450 
Interest expense(219)(194)
Interest and dividend income243 228 
Other income (expense), net122 (181)
Income before income taxes937 303 
Income tax expense161 37 
Net income$776 $266 
Net income applicable to common stockholders per basic common share$22.69 $7.07 
Weighted-average number of basic common shares outstanding (in 000's)34,206 37,621 
Net income applicable to common stockholders per diluted common share$22.37 $7.00 
Weighted-average number of diluted common shares outstanding (in 000's)34,706 37,983 

See Notes to Unaudited Consolidated Financial Statements.

5


Booking Holdings Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Three Months Ended
March 31,
20242023
Net income$776 $266 
Other comprehensive loss, net of tax(33) 
Comprehensive income$743 $266 

See Notes to Unaudited Consolidated Financial Statements.
6


Booking Holdings Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY
(In millions, except share data)
 
Common StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive LossTotal
Three Months Ended March 31, 2024Shares
(in 000's)
AmountShares
(in 000's)
Amount
Balance, December 31, 202364,048 $ (29,650)$(41,426)$7,175 $31,830 $(323)$(2,744)
Net income— — — — — 776 — 776 
Other comprehensive loss, net of tax— — — — — — (33)(33)
Exercise of stock options and vesting of restricted stock units and performance share units204  — — 6 — — 6 
Stock-based compensation— — — — 149 — — 149 
Repurchase of common stock— — (536)(1,904)— — — (1,904)
Dividends— — — — — (302)— (302)
Balance, March 31, 202464,252 $ (30,186)$(43,330)$7,330 $32,304 $(356)$(4,052)
Three Months Ended March 31, 2023
Balance, December 31, 202263,781 $ (25,918)$(30,983)$6,491 $27,541 $(267)$2,782 
Net income— — — — — 266 — 266 
Exercise of stock options and vesting of restricted stock units and performance share units227  — — 105 — — 105 
Stock-based compensation— — — — 116 — — 116 
Repurchase of common stock— — (878)(2,195)— — — (2,195)
Balance, March 31, 202364,008 $ (26,796)$(33,178)$6,712 $27,807 $(267)$1,074 

See Notes to Unaudited Consolidated Financial Statements.

7


Booking Holdings Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 Three Months Ended
March 31,
 20242023
OPERATING ACTIVITIES:
Net income$776 $266 
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation and amortization137 120 
Provision for expected credit losses and chargebacks89 54 
Deferred income tax benefit(35)(340)
Net losses on equity securities16 133 
Stock-based compensation expense144 113 
Operating lease amortization40 41 
Unrealized foreign currency transaction (gains) losses related to Euro-denominated debt(167)26 
Changes in assets and liabilities: 
Accounts receivable(185)158 
Prepaid expenses and other current assets(98)118 
Deferred merchant bookings and other current liabilities2,123 2,038 
Other(136)162 
Net cash provided by operating activities2,704 2,889 
INVESTING ACTIVITIES: 
Proceeds from sale and maturity of investments218 1,683 
Additions to property and equipment(130)(88)
Other investing activities(19)(9)
Net cash provided by investing activities69 1,586 
FINANCING ACTIVITIES:
Proceeds from the issuance of long-term debt2,959  
Payment on maturity of debt (500)
Payments for repurchase of common stock (1,856)(2,150)
Dividends paid(299) 
Proceeds from exercise of stock options6 105 
Other financing activities(26)(17)
Net cash provided by (used in) financing activities784 (2,562)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents(28)8 
Net increase in cash and cash equivalents and restricted cash and cash equivalents3,529 1,921 
Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period 12,135 12,251 
Total cash and cash equivalents and restricted cash and cash equivalents, end of period $15,664 $14,172 
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for income taxes$164 $311 
Cash paid during the period for interest$136 $142 

See Notes to Unaudited Consolidated Financial Statements.
8


Booking Holdings Inc.
Notes to Unaudited Consolidated Financial Statements
 
1.    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, 2023.
 
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

Certain amounts from prior periods have been reclassified to conform to the current period presentation. These include the reclassification of certain indirect taxes, primarily digital services taxes, between "General and administrative" expenses and "Sales and other expenses" in the Unaudited Consolidated Statement of Operations. See Notes 2 and 21 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

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, 2023.

Improved guidance to help determine transactions to be accounted for as share-based payment arrangements
    
In March 2024, the Financial Accounting Standards Board issued an Accounting Standards Update adding illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of the Accounting Standards Codification ("ASC") 718, Compensation - Stock Compensation. The update is effective for annual and interim financial statements beginning with the fiscal year 2025. The Company is currently evaluating the impact of the update on its Consolidated Financial Statements.

9


2.    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 StatesThe NetherlandsOtherTotal Company
Total revenues for the three months ended March 31,
2024$557 $3,339 $519 $4,415 
2023$523 $2,859 $396 $3,778 

Revenue by Type of Service

Approximately 89% and 88% of the Company's revenues for the three months ended March 31, 2024 and 2023, 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 March 31, 2024 and December 31, 2023, liabilities of $120 million and $149 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.

10


3.    STOCK-BASED COMPENSATION
 
The Company maintains equity incentive plans that include broad-based grants of restricted stock units, performance share units granted to officers and certain other employees, and stock options granted to certain employees.

Restricted stock units and performance share units granted by the Company during the three months ended March 31, 2024 had an aggregate grant-date fair value of $594 million. Restricted stock units and performance share units that vested during the three months ended March 31, 2024 had an aggregate fair value at vesting of $699 million. At March 31, 2024, there was $1.1 billion of estimated total future stock-based compensation expense related to unvested restricted stock units and performance share units to be recognized over a weighted-average period of 2.2 years.

The following table summarizes the activity in restricted stock units and performance share units for employees and non-employee directors during the three months ended March 31, 2024: 
Restricted Stock UnitsPerformance Share Units
SharesWeighted-average Grant-date Fair ValueSharesWeighted-average Grant-date Fair Value
Unvested at December 31, 2023 (1)
291,404$2,404233,026$2,467
Granted (2)
133,817$3,50034,237$3,664
Vested(124,084)$2,323(75,562)$2,453
Performance shares adjustment (3)
3,740$3,770
Forfeited(3,498)$2,606(368)$2,381
Unvested at March 31, 2024297,639$2,928195,073$2,711
(1)    Excludes 4,399 performance share units awarded during the year ended December 31, 2022 for which the grant date under ASC 718, Compensation - Stock Compensation, was not established as of December 31, 2023. 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 4,399 performance share units awarded during the year ended December 31, 2022 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 three months ended March 31, 2024:
Employee Stock OptionsNumber of SharesWeighted-average Exercise PriceAggregate
 Intrinsic Value (in millions)
Weighted-average Remaining Contractual Term
(in years)
Balance, December 31, 202325,523 $1,411$55 6.4
Exercised
(4,567)$1,411$9 
Balance, March 31, 202420,956 $1,411$46 6.1
Exercisable at March 31, 202420,956 $1,411$46 6.1

11


4.    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
March 31,
 20242023
Weighted-average number of basic common shares outstanding34,206 37,621 
Weighted-average dilutive stock options, restricted stock units, and performance share units
290 242 
Assumed conversion of convertible senior notes210 120 
Weighted-average number of diluted common and common equivalent shares outstanding
34,706 37,983 

5.    INVESTMENTS

The following table summarizes the Company's investments by major security type at March 31, 2024 (in millions): 
 CostGross
Unrealized Gains /Upward Adjustments
Gross
Unrealized Losses /Downward Adjustments
Carrying Value
Short-term investments:
Debt securities:
International government securities$41 $ $ $41 
U.S. government securities
106   106 
Corporate debt securities216  (1)215 
Total short-term investments$363 $ $(1)$362 
Long-term investments:
Equity securities:
Equity securities with readily determinable fair values$715 $ $(420)$295 
Equity securities of private entities97 259 (208)148 
Total long-term investments$812 $259 $(628)$443 

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The following table summarizes the Company's investments by major security type at December 31, 2023 (in millions):
 CostGross
Unrealized Gains/Upward Adjustments
Gross
Unrealized Losses/Downward Adjustments
Carrying
 Value
Short-term investments:
Debt securities:
International government securities$63 $ $ $63 
U.S. government securities (1)
152  (1)151 
Corporate debt securities365  (3)362 
Total short-term investments$580 $ $(4)$576 
Long-term investments:
Equity securities:
Equity securities with readily determinable fair values$715 $ $(404)$311 
Equity securities of private entities78 259 (208)129 
Total long-term investments$793 $259 $(612)$440 
(1)    Includes investments in U.S. municipal bonds.

The Company has classified its investments in 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. The Company's investments in available-for-sale debt securities at March 31, 2024 had investment grade credit quality ratings. At March 31, 2024, investments in international government securities principally included debt securities issued by the governments of Germany, Norway, Canada, and Sweden.

Equity securities with readily determinable fair values include the Company's investments in DiDi Global Inc. ("DiDi") and Grab Holdings Limited ("Grab"), with fair values of $150 million and $133 million, respectively, at March 31, 2024, and $155 million and $143 million, respectively, at December 31, 2023. Net unrealized (losses) gains related to these investments are included in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023. During the three months ended March 31, 2023, the Company sold its entire investment in Meituan for $1.7 billion, resulting in a loss of $149 million included in "Other income (expense), net" in the Unaudited Consolidated Statement of Operations for the three months ended March 31, 2023. The cost basis of the Company's investment in Meituan was $450 million.

The Company's investments in equity securities of private entities at March 31, 2024 and December 31, 2023
include the investment in Yanolja Co., Ltd., ("Yanolja") which had a carrying value of $98 million at March 31, 2024 and December 31, 2023.

6.    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.

13


Financial assets and liabilities measured at fair value on a recurring basis at March 31, 2024 are classified in the categories described in the table below (in millions):
 Level 1Level 2Total
Recurring fair value measurements (1)
ASSETS:
Cash equivalents and restricted cash equivalents:
Money market fund investments$14,390 $ $14,390 
Certificates of deposit87  87 
Short-term investments:   
International government securities 41 41 
U.S. government securities 106 106 
Corporate debt securities 215 215 
Long-term investments:
Equity securities295  295 
Derivatives:
Foreign currency exchange derivatives 20 20 
Total assets at fair value$14,772 $382 $15,154 
LIABILITIES:
Foreign currency exchange derivatives$ $43 $43 
(1)    The Company did not have any Level 3 fair value measurements at March 31, 2024.

Financial assets and liabilities measured at fair value on a recurring basis at December 31, 2023 and nonrecurring fair value measurements are classified in the categories described in the table below (in millions):    
Level 1Level 2Level 3Total
Recurring fair value measurements
ASSETS:   
Cash equivalents and restricted cash equivalents:
Money market fund investments$10,871 $ $ $10,871 
Certificates of deposit97   97 
Short-term investments:
International government securities 63  63 
U.S. government securities 151  151 
Corporate debt securities 362  362 
Long-term investments:
Equity securities311   311 
Derivatives:
Foreign currency exchange derivatives 62  62 
Total assets at fair value$11,279 $638 $ $11,917 
LIABILITIES:
Foreign currency exchange derivatives$ $36 $ $36 
Nonrecurring fair value measurements
Investment in equity securities of a private entity (1)
$ $ $98 $98 
(1)    During the year ended December 31, 2023, the investment in Yanolja was written down to its estimated fair value.

14


Investments

See Note 5 for additional information related to the Company's investments.

The Company's investments in debt securities are measured using "Level 2" inputs as the Company has access to quoted prices for identical or comparable securities, but does not have visibility into the volume and frequency of trading for these investments. A market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace.

The Company's investments measured using Level 3 inputs primarily consist of investments in privately-held entities. Fair values of these securities are estimated using a variety of valuation methodologies, including both the market and income approaches.

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 March 31, 2024 and December 31, 2023, the Company did not designate any derivatives as hedges for accounting purposes.

The table below provides estimated fair values of foreign currency exchange derivatives outstanding at March 31, 2024 and December 31, 2023 (in millions).
 March 31,
2024
December 31,
2023
Estimated fair value of derivative assets$20 $62 
Estimated fair value of derivative liabilities$43 $36 
For the Company's foreign currency exchange derivatives outstanding as of March 31, 2024 and December 31, 2023, the notional amounts of the foreign currency purchases were $6.3 billion and $4.9 billion, respectively, and the notional amounts of the foreign currency sales were $3.1 billion and $4.2 billion, respectively. 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.

The effect of foreign currency exchange derivatives recorded in "Other income (expense), net" in the Unaudited Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 is as follows (in millions):
Three Months Ended
March 31,
20242023
Losses on foreign currency exchange derivatives$85 $17 

Other Financial Assets and Liabilities

At March 31, 2024 and December 31, 2023, 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.

15


7.    ACCOUNTS RECEIVABLE AND OTHER FINANCIAL ASSETS
 
Accounts receivable in the Consolidated Balance Sheets at March 31, 2024 and December 31, 2023 includes receivables from customers of $1.8 billion and $1.9 billion, respectively, and receivables from payment processors and networks of $1.5 billion and $1.3 billion, 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, including macroeconomic conditions, inflationary pressures, potential recession, and the Company's ability to collect the receivable or recover prepayments.

The following table summarizes the activity of the allowance for expected credit losses on receivables (in millions):
Three Months Ended
March 31,
 20242023
Balance, beginning of year$137 $117 
Provision charged to earnings45 20 
Write-offs and adjustments(23)(45)
Foreign currency translation adjustments(2)1 
Balance, end of period$157 $93 

8.    INTANGIBLE ASSETS AND GOODWILL

The Company's intangible assets at March 31, 2024 and December 31, 2023 consist of the following (in millions): 
March 31, 2024December 31, 2023
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Amortization Period
Trade names$1,808 $(932)$876 $1,812 $(911)$901 
3 - 20 years
Supply and distribution agreements1,392 (775)617 1,402 (759)643 
3 - 20 years
Other intangible assets329 (269)60 330 (261)69 
Up to 20 years
Total intangible assets$3,529 $(1,976)$1,553 $3,544 $(1,931)$1,613 
 
Intangible assets are amortized on a straight-line basis. Amortization expense for the intangible assets was $55 million for the three months ended March 31, 2024 and 2023.

The balance of goodwill as of March 31, 2024 and December 31, 2023 is stated net of cumulative impairment charges of $2.0 billion.

16


9.    DEBT

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, 2023 for information related to the Company’s five-year unsecured revolving credit facility that extends a revolving line of credit of up to $2 billion to the Company. At March 31, 2024 and December 31, 2023, there were no borrowings outstanding and $21 million and $18 million, respectively, of letters of credit issued under the revolving credit facility.

Outstanding Debt
 
Outstanding debt at March 31, 2024 and December 31, 2023 consists of the following (in millions): 
March 31, 2024December 31, 2023
Outstanding
 Principal 
Amount
Carrying
 Value (1)
Outstanding
 Principal 
Amount
Carrying
 Value (1)
2.375% (€1 Billion) Senior Notes due September 2024 (2) (3)
$1,080 $1,079 $1,105 $1,104 
3.65% Senior Notes due March 2025 (2)
500 500 500 499 
0.1% (€950 Million) Senior Notes due March 2025 (2)
1,026 1,025 1,050 1,048 
0.75% Convertible Senior Notes due May 2025 (2) (3)
862 858 862 857 
3.6% Senior Notes due June 2026
1,000 998 1,000 998 
4.0% (€750 Million) Senior Notes due November 2026
810 807 828 825 
1.8% (€1 Billion) Senior Notes due March 2027
1,080 1,078 1,105 1,103 
3.55% Senior Notes due March 2028
500 499 500 499 
0.5% (€750 Million) Senior Notes due March 2028
810 807 828 825 
3.625% (€500 Million) Senior Notes due November 2028
540 537 552 549 
3.5% (€500 Million) Senior Notes due March 2029
540 537   
4.25% (€750 Million) Senior Notes due May 2029
810 805 828 823 
4.625% Senior Notes due April 2030
1,500 1,493 1,500 1,492 
4.5% (€1 Billion) Senior Notes due November 2031
1,080 1,073 1,105 1,098 
3.625% (€650 Million) Senior Notes due March 2032
702 698   
4.125% (€1.25 Billion) Senior Notes due May 2033
1,350 1,336 1,381 1,367 
4.75% (€1 Billion) Senior Notes due November 2034
1,080 1,072 1,105 1,097 
3.75% (€850 Million) Senior Notes due March 2036
918 904   
4.0% (€750 Million) Senior Notes due March 2044
810 794   
Total outstanding debt$16,998 $16,900 $14,249 $14,184 
Short-term debt$3,468 $3,462 $1,967 $1,961 
Long-term debt$13,530 $13,438 $12,282 $12,223 
(1)    The carrying values differ from the outstanding principal amounts due to unamortized debt discounts and debt issuance costs of $98 million and $65 million as of March 31, 2024 and December 31, 2023, respectively.
(2)    Included in "Short-term debt" in the Unaudited Consolidated Balance Sheet as of March 31, 2024.
(3)    Included in "Short-term debt" in the Consolidated Balance Sheet as of December 31, 2023.
 
Fair Value of Debt

At March 31, 2024 and December 31, 2023, the estimated fair value of the outstanding debt was approximately $17.9 billion and $15.2 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 March 31, 2024 and December 31, 2023 primarily relates to the conversion premium on the convertible senior notes due in May 2025.
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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 May 2025 Notes are convertible, subject to certain conditions, into the Company's common stock at a current conversion price of $1,881.47 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 March 31, 2024 and December 31, 2023, the estimated fair value of the May 2025 Notes was $1.7 billion and $1.6 billion, respectively, and was considered a "Level 2" fair value measurement (see Note 6). 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 starting the second calendar quarter of 2023 and continue to be convertible during the second calendar quarter of 2024.

Other Senior Notes

The following table summarizes the information related to other senior notes issued in March 2024:
Other Senior Notes
Effective Interest Rate (1)
Timing of Interest Payments
3.5% Senior Notes due March 2029
3.61%Annually in March
3.625% Senior Notes due March 2032
3.71%Annually in March
3.75% Senior Notes due March 2036
3.92%Annually in March
4.0% Senior Notes due March 2044
4.15%Annually in March
(1)    Represents the coupon interest rate adjusted for deferred debt issuance costs, premiums or discounts existing at the origination of the debt.

The proceeds from the issuance of these senior notes are available for general corporate purposes, including to repurchase shares of our common stock and to redeem or repay outstanding indebtedness.

In March 2023, the Company repaid $500 million on the maturity of the Senior Notes due March 2023 and paid the applicable accrued and unpaid interest relating to these notes.

Interest expense related to other senior notes consists primarily of coupon interest expense of $118 million and $92 million for the three months ended March 31, 2024 and 2023, 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 three months ended March 31, 2024 and 2023, the carrying value of the portion of Euro-denominated debt, designated as a net investment hedge, ranged from $2.3 billion to $3.1 billion and from $5.9 billion to $6.4 billion, respectively.

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10.    TREASURY STOCK AND DIVIDENDS
 
At December 31, 2023, the Company had a total remaining authorization of $13.7 billion related to a program authorized by the Company's Board of Directors ("the Board") in 2023 to repurchase up to $20 billion of the Company's common stock. At March 31, 2024, the Company had a total remaining authorization of $12.2 billion to repurchase its common stock. The Company expects to complete the share repurchases under the remaining authorization by the end of 2026, 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 months ended March 31, 2024 and 2023 (in millions, except for shares, which are reflected in thousands):
Three Months Ended March 31,
20242023
SharesAmountSharesAmount
Authorized stock repurchase programs446 $1,589 812 $2,022 
General authorization for shares withheld on stock award vesting90 315 66 173 
Total536$1,904 878$2,195 

Stock repurchases of $47 million in March 2024 were settled in April 2024.

For the three months ended March 31, 2024 and 2023, the Company remitted employee withholding taxes of $286 million and $158 million, respectively, to the tax authorities, which may differ from the aggregate cost of the shares withheld for taxes for each period due to the timing in remitting the taxes. The cash remitted to the tax authorities is included in financing activities in the Unaudited Consolidated Statements of Cash Flows.

The Company recorded an estimated excise tax liability for share repurchases of $108 million and $96 million as of March 31, 2024 and December 31, 2023, respectively. The excise tax liability is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets.

In March 2024, the Company paid cash dividends of $299 million. The quarterly cash dividend of $8.75 per share of common stock was declared by the Board in February 2024 and paid to stockholders of record as of the close of business on March 8, 2024. In May 2024, the Board declared a cash dividend of $8.75 per share of common stock, payable on June 28, 2024 to stockholders of record as of the close of business on June 7, 2024.

11.    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 months ended March 31, 2024 and 2023 were 17.1% and 12.4%, respectively. The Company's 2024 effective tax rate differs 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, certain non-deductible expenses, and U.S. federal and state tax associated with the Company’s international earnings. The Company's 2023 effective tax rate differed from the U.S. federal statutory tax rate of 21%, primarily due to the benefit of the Netherlands Innovation Box Tax, partially offset by higher international tax rates and certain non-deductible expenses.

The Company's effective tax rate for the three months ended March 31, 2024 was higher than the effective tax rate for the three months ended March 31, 2023, primarily due to certain lower discrete tax benefits, higher U.S. federal and state tax
associated with the Company’s international earnings, and a decrease in the benefit of the Netherlands Innovation Box Tax, partially offset by certain lower non-deductible expenses.
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During the three months ended March 31, 2024 and 2023, 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 months ended March 31, 2024 and 2023 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 March 31, 2024 and December 31, 2023 was $68 million and $67 million, respectively. As of March 31, 2024, net unrecognized tax benefits of $48 million, if recognized, would impact the effective tax rate. As of March 31, 2024 and December 31, 2023, total gross interest and penalties accrued was $7 million. The majority of unrecognized tax benefits are included in "Other assets, net" and "Other long-term liabilities" in the Unaudited Consolidated Balance Sheet as of March 31, 2024. It is reasonably possible that the balance of gross unrecognized tax benefits could change over the next 12 months.

12.    CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT
 
The table below present the changes in the balances of accumulated other comprehensive loss ("AOCI") by component for the three months ended March 31, 2024 and 2023 (in millions): 
Foreign currency translation adjustmentsNet unrealized (losses) gains on available-for-sale securitiesTotal AOCI, net of tax
Foreign currency translation
Net investment hedges (1)
Total, net of taxBefore taxTaxTotal, net of tax
Before tax
Tax (2)
Before taxTax
Three Months Ended March 31, 2024
Balance, December 31, 2023$(537)$94 $171 $(48)$(320)$(4)$1 $(3)$(323)
Other comprehensive (loss) income ("OCI") for the period
(80)(6)66 (15)(35)3 (1)2 (33)
Balance, March 31, 2024$(617)$88 $237 $(63)$(355)$(1)$ $(1)$(356)
Three Months Ended March 31, 2023
Balance, December 31, 2022$(579)$93 $310 $(81)$(257)$(13)$3 $(10)$(267)
OCI for the period105 (21)(113)27 (2)3 (1)2  
Balance, March 31, 2023$(474)$72 $197 $(54)$(259)$(10)$2 $(8)$(267)
(1)    Net investment hedges balance at March 31, 2024 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.

13.    COMMITMENTS AND CONTINGENCIES

Competition and Consumer Protection Reviews

Online travel platforms have been the subject of investigations or inquiries by 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 is involved in investigations related to whether Booking.com's contractual parity arrangements with accommodation providers are anti-competitive because they require partners to provide Booking.com with rates, conditions, and availability at least as favorable as those offered to other online travel companies ("OTCs") or by the partner itself. To resolve certain of the parity-related investigations, the Company has from time to time made commitments regarding future business practices or activities, such as agreeing to narrow the scope of its parity clauses. These investigations have resulted in fines and the Company could incur additional fines and/or be restricted in certain of its business practices in the future.
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In October 2022, the Comisión Nacional de los Mercados y la Competencia in Spain (the "CNMC") opened an investigation into whether certain practices by Booking.com may produce adverse effects for hotels and other OTCs. In January 2024, the CNMC notified Booking.com of its draft decision to impose a fine of 486 million Euros and to restrict certain business practices such as those relating to parity provisions and criteria that Booking.com can use to determine how to rank hotels in its display to customers. The amount of the draft fine is based on Booking.com’s historical revenues and it is possible the final amount may be increased when the decision is finalized, which is expected by July 2024. Booking.com does not agree with the rationale stated in the draft decision and certain of the restrictions sought to be imposed, and is continuing to engage with the CNMC prior to the decision being finalized. If the draft decision were to become final, Booking.com plans to challenge aspects of the fine, decision, and/or restrictions. Although the Company disagrees with the rationale stated in the draft decision, the Company accrued a loss of 486 million Euros ($530 million) during the year ended December 31, 2023 with the related liability included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023. 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 may be required to make other commitments, such as reducing its commissions in Switzerland. 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. In March 2024, the Italian Competition Authority opened an investigation into whether certain practices by Booking.com may produce adverse effects for hotels and other online travel agencies. If any of the investigations were to find that Booking.com practices violated the respective laws, Booking.com may face significant fines, restrictions on its business practices, and/or be required to make other commitments.

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 ($271 million) for the tax years 2013 through 2018, asserting that its transfer pricing policies were inadequate. The Company believes Booking.com has been and continues to be in compliance with Italian tax law. In September 2020, the Italian tax authorities approved the opening of a mutual agreement procedure ("MAP") between Italy and the Netherlands for the 2013 tax year and the Italian tax authorities subsequently approved the inclusion of the tax years 2014 through 2018 in the MAP. Based on the Company's expectation that the Italian assessments for 2013 through 2018, and any transfer pricing assessments received for subsequent open years, will be settled through the MAP process, and after considering potential resolution amounts, 33 million Euros ($