10-Q 1 bkng3311910q.htm 10-Q Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q 
(Mark One)
ý      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended March 31, 2019
OR
o         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) 
Delaware
06-1528493
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
 
800 Connecticut Avenue
Norwalk, Connecticut 06854
(address of principal executive offices)
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
 _____________________________________________________________________________________________
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 ý No o.
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 ý No o.
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 (Check one): 
Large accelerated filer ý
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
 
 
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 Act).   Yes o No ý
_________________________________________________________________________________________
 Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class:
 
Trading Symbol
 
Name of Each Exchange on which Registered:
Common Stock, par value $0.008 per share
 
BKNG
 
The NASDAQ Global Select Market
0.800% Senior Notes Due 2022
 
BKNG 22A
 
New York Stock Exchange
2.150% Senior Notes Due 2022
 
BKNG 22
 
New York Stock Exchange
2.375% Senior Notes Due 2024
 
BKNG 24
 
New York Stock Exchange
1.800% Senior Notes Due 2027
 
BKNG 27
 
New York Stock Exchange

Number of shares of Common Stock outstanding at May 2, 2019:
Common Stock, par value $0.008 per share
 
43,291,345
(Class)
 
(Number of Shares)





Booking Holdings Inc.
Form 10-Q
 
For the Three Months Ended March 31, 2019
 
PART I - FINANCIAL INFORMATION
 
 
 
Item 1. Financial Statements
 
 
Consolidated Balance Sheets (unaudited) at March 31, 2019 and December 31, 2018
Consolidated Statements of Operations (unaudited) For the Three Months Ended March 31, 2019 and 2018
Consolidated Statements of Comprehensive Income (unaudited) For the Three Months Ended March 31, 2019 and 2018
Consolidated Statements of Changes in Stockholders' Equity (unaudited) For the Three Months Ended March 31, 2019 and 2018
Consolidated Statements of Cash Flows (unaudited) For the Three Months Ended March 31, 2019 and 2018
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

2



PART I — FINANCIAL INFORMATION
Item 1.  Financial Statements

Booking Holdings Inc.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
 
 
 
March 31,
2019
 
December 31,
2018
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
2,334

 
$
2,624

Short-term investments in marketable securities
 
1,981

 
3,660

Accounts receivable, net of allowance for doubtful accounts of $61 at each date
 
1,491

 
1,523

Prepaid expenses and other current assets
 
1,271

 
600

Total current assets
 
7,077

 
8,407

Property and equipment, net
 
695

 
656

Operating lease assets
 
635

 

Intangible assets, net
 
2,078

 
2,125

Goodwill
 
2,907

 
2,910

Long-term investments
 
8,445

 
8,408

Other assets
 
529

 
181

Total assets
 
$
22,366

 
$
22,687

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
934

 
$
1,134

Accrued expenses and other current liabilities
 
1,877

 
1,399

Deferred merchant bookings
 
1,797

 
1,022

Convertible debt
 
968

 

Total current liabilities
 
5,576

 
3,555

Deferred income taxes
 
513

 
370

Operating lease liabilities
 
488

 

Long-term U.S. transition tax liability
 
1,166

 
1,166

Other long-term liabilities
 
89

 
162

Long-term debt
 
7,619

 
8,649

  Total liabilities
 
15,451

 
13,902

 
 
 
 
 
Commitments and Contingencies (See Note 13)
 


 


 
 
 
 
 
Stockholders' equity:
 
 

 
 

Common stock, $0.008 par value; authorized 1,000,000,000 shares, 63,121,930 and 62,948,762 shares issued, respectively
 

 

Treasury stock, 18,935,914 and 17,317,126 shares, respectively
 
(17,567
)
 
(14,711
)
Additional paid-in capital
 
5,519

 
5,445

Retained earnings
 
19,132

 
18,367

Accumulated other comprehensive loss
 
(169
)
 
(316
)
  Total stockholders' equity
 
6,915

 
8,785

Total liabilities and stockholders' equity
 
$
22,366

 
$
22,687

See Notes to Unaudited Consolidated Financial Statements.

3



Booking Holdings Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
 
 
 
Three Months Ended
March 31,
 
 
2019
 
2018
Agency revenues
 
$
1,949

 
$
2,113

Merchant revenues
 
603

 
526

Advertising and other revenues
 
285

 
289

Total revenues
 
2,837

 
2,928

Operating expenses:
 
 

 
 

Performance marketing
 
1,030

 
1,106

Brand marketing
 
163

 
101

Sales and other expenses
 
215

 
166

Personnel, including stock-based compensation of $74 and $71, respectively
 
501

 
499

General and administrative
 
191

 
163

Information technology
 
65

 
60

Depreciation and amortization
 
116

 
103

Total operating expenses
 
2,281

 
2,198

Operating income
 
556

 
730

Other income (expense):
 
 

 
 

Interest income
 
35

 
47

Interest expense
 
(66
)
 
(70
)
Net unrealized gains on marketable equity securities
 
451

 
55

Foreign currency transactions and other
 
(8
)
 
(9
)
Total other income
 
412

 
23

Earnings before income taxes
 
968

 
753

Income tax expense
 
203

 
146

Net income
 
$
765

 
$
607

Net income applicable to common stockholders per basic common share
 
$
17.01

 
$
12.56

Weighted-average number of basic common shares outstanding (in 000's)
 
45,007

 
48,349

Net income applicable to common stockholders per diluted common share
 
$
16.85

 
$
12.34

Weighted-average number of diluted common shares outstanding (in 000's)
 
45,436

 
49,205



See Notes to Unaudited Consolidated Financial Statements.


4



Booking Holdings Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)

 
 
Three Months Ended
March 31,
 
 
2019
 
2018
Net income (1)
 
$
765

 
$
607

Other comprehensive income, net of tax
 
 
 
 
Foreign currency translation adjustments, net of tax charge of $8 and tax benefit of $16, respectively (2)
 
(12
)
 
61

Net unrealized gains on debt securities, net of tax charge of $51 and tax benefit of $2, respectively (1)
 
159

 

 
 
 
 
 
Comprehensive income
 
$
912

 
$
668


(1) The Company realized net gains of $1 million for the three months ended March 31, 2019 from sales of investments in debt securities.

(2) Foreign currency translation adjustments result from currency fluctuations on the translation of the Company's non-U.S. Dollar denominated net assets, net of the impact of net investment hedges.

During the three months ended March 31, 2019 and 2018, the Company recorded a tax benefit of $11 million and a tax charge of $10 million, respectively, related to foreign currency translation adjustments to its 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 introduction of the U.S. Tax Cuts and Jobs Act (the "Tax Act").

Foreign currency translation adjustments also include a tax charge of $19 million and a tax benefit of $26 million for the three months ended March 31, 2019 and 2018, respectively, associated with the Company's Euro-denominated debt, which was designated as a net investment hedge against the impact of currency fluctuations on the Company's Euro-denominated net assets (see Note 9). 


See Notes to Unaudited Consolidated Financial Statements.

5



Booking Holdings Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2019 and 2018
(In millions except share data)

 
 
 
Common Stock
 
Treasury Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
 
 
 
Shares
(in 000's)
 
Amount
 
Shares
(in 000's)
 
Amount
 
 
 
 
Total
Balance, December 31, 2018
 
62,949

 
$

 
(17,317
)
 
$
(14,711
)
 
$
5,445

 
$
18,367

 
$
(316
)
 
$
8,785

Net income
 

 

 

 

 

 
765

 

 
765

Foreign currency translation adjustments
 

 

 

 

 

 

 
(12
)
 
(12
)
Net unrealized gains on debt securities
 

 

 

 

 

 

 
159

 
159

Exercise of stock options and vesting of restricted stock units and performance share units
 
173

 

 

 

 

 

 

 

Repurchase of common stock
 

 

 
(1,619
)
 
(2,856
)
 

 

 

 
(2,856
)
Stock-based compensation and other stock-based payments
 

 

 

 

 
74

 

 

 
74

Balance, March 31, 2019
 
63,122

 
$

 
(18,936
)
 
$
(17,567
)
 
$
5,519

 
$
19,132

 
$
(169
)
 
$
6,915



 
 
Common Stock
 
Treasury Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
 
 
 
Shares
(in 000's)
 
Amount
 
Shares
(in 000's)
 
Amount
 
 
 
 
Total
Balance, December 31, 2017
 
62,689

 
$

 
(14,217
)
 
$
(8,699
)
 
$
5,783

 
$
13,939

 
$
238

 
$
11,261

Cumulative effect of adoption of accounting standards updates
 

 

 

 

 

 
430

 
(241
)
 
189

Net income
 

 

 

 

 

 
607

 

 
607

Foreign currency translation adjustments
 

 

 

 

 

 

 
61

 
61

Reclassification adjustment for convertible debt in mezzanine
 

 

 

 

 
(48
)
 

 

 
(48
)
Exercise of stock options and vesting of restricted stock units and performance share units
 
149

 

 

 

 

 

 

 

Repurchase of common stock
 

 

 
(373
)
 
(732
)
 

 

 

 
(732
)
Stock-based compensation and other stock-based payments
 

 

 

 
 
 
71

 

 

 
71

Conversion of debt
 

 

 

 

 
(773
)
 

 

 
(773
)
Balance, March 31, 2018
 
62,838

 
$

 
(14,590
)
 
$
(9,431
)
 
$
5,033

 
$
14,976

 
$
58

 
$
10,636



See Notes to Unaudited Consolidated Financial Statements.


6



Booking Holdings Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
 
Three Months Ended
March 31,
 
 
2019
 
2018
OPERATING ACTIVITIES:
 
 
 
 
Net income
 
$
765

 
$
607

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 

Depreciation and amortization
 
116

 
103

Provision for uncollectible accounts
 
40

 
29

Deferred income tax expense
 
89

 
9

Net unrealized gains on marketable equity securities
 
(451
)
 
(55
)
Stock-based compensation expense and other stock-based payments
 
78

 
71

Operating lease amortization
 
42

 

Amortization of debt discount and debt issuance costs
 
14

 
17

Contingent consideration fair value adjustment
 
7

 

Changes in assets and liabilities:
 
 
 
 

Accounts receivable
 
(24
)
 
(96
)
Prepaid expenses and other current assets
 
(669
)
 
(709
)
Accounts payable, accrued expenses and other current liabilities
 
561

 
632

Other long-term assets and liabilities
 
(418
)
 
32

Net cash provided by operating activities
 
150

 
640

 
 
 
 
 
INVESTING ACTIVITIES:
 
 
 
 

Purchase of investments
 
(445
)
 
(714
)
Proceeds from sale and maturity of investments
 
2,665

 
2,481

Additions to property and equipment
 
(111
)
 
(131
)
Net cash provided by investing activities
 
2,109

 
1,636

 
 
 
 
 
FINANCING ACTIVITIES:
 
 
 
 
Proceeds from revolving credit facility
 
250

 

Repayments of short-term borrowings
 
(25
)
 

Payments for conversion of senior notes
 

 
(1,487
)
Payments for repurchase of common stock
 
(2,773
)
 
(718
)
Net cash used in financing activities
 
(2,548
)
 
(2,205
)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
 
(2
)
 
11

Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents
 
(291
)
 
82

Total cash and cash equivalents and restricted cash and cash equivalents, beginning of period
 
2,645

 
2,563

Total cash and cash equivalents and restricted cash and cash equivalents, end of period
 
$
2,354

 
$
2,645

 
 
 
 
 
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
Cash paid during the period for income taxes
 
$
816

 
$
784

Cash paid during the period for interest
 
$
68

 
$
74


See Notes to Unaudited Consolidated Financial Statements.

7



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 ("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 GAAP for annual financial statements. These statements should be read in combination with the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
 
The Unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including its primary brands of Booking.com, KAYAK, priceline, agoda, Rentalcars.com and OpenTable. All inter-company 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 Unaudited Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Foreign currency transactions and other" 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.

Unaudited Consolidated Statements of Comprehensive Income

Subsequent to the issuance of the Company’s unaudited interim consolidated financial statements for the three and nine months ended September 30, 2018, the Company identified an error in the previously issued Unaudited Consolidated Statements of Comprehensive Income associated with the Company’s adoption of a new accounting update during the first quarter of 2018. This new accounting update amended the guidance on the recognition and measurement of financial instruments. The effect of adopting this new accounting update resulted in an increase of $241 million to the Company’s retained earnings for the net unrealized gain, net of tax, related to marketable equity securities, with an offsetting adjustment to accumulated other comprehensive income as of January 1, 2018. However, in the Unaudited Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018, six months ended June 30, 2018 and nine months ended September 30, 2018, the Company incorrectly presented the $241 million as a component of other comprehensive income (referred to as “Reclassification of net unrealized gains on marketable equity securities to retained earnings, net of tax charge”). Accordingly, the Company corrected the foregoing presentation error in the accompanying Unaudited Consolidated Statement of Comprehensive Income for the three months ended March 31, 2018. As a result of this correction, total comprehensive income in the Company’s previously reported Unaudited Consolidated Statements of Comprehensive Income increased from $427 million to $668 million for the three months ended March 31, 2018. The correction of this error had no effect on the Company’s previously reported Unaudited Consolidated Balance Sheets, Unaudited Consolidated Statements of Operations, Unaudited Consolidated Statements of Changes in Stockholders’ Equity and Unaudited Consolidated Statements of Cash Flows. The effect of adopting this new accounting update has been presented correctly in the audited Consolidated Statement of Comprehensive Income included in the Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2018. The Company will present the correction in the Unaudited Consolidated Statements of Comprehensive Income for the six months ended June 30, 2018 and the nine months ended September 30, 2018 to be included in the Form 10-Qs for the second and third quarters of 2019.

Reclassifications — Certain amounts from prior periods have been reclassified to conform to the current year presentation.


8



Restricted Cash and Cash Equivalents: Restricted cash and cash equivalents at March 31, 2019 and December 31, 2018 principally relates to the minimum cash requirement for Rentalcars.com's insurance business established in 2017. The following table reconciles cash and cash equivalents and restricted cash and cash equivalents reported in the Unaudited Consolidated Balance Sheets to the total amount shown in the Unaudited Consolidated Statements of Cash Flows (in millions):
 
 
March 31,
2019
 
December 31,
2018
As included in the Unaudited Consolidated Balance Sheets:
 
 
 
 
Cash and cash equivalents
 
$
2,334

 
$
2,624

Restricted cash and cash equivalents included in prepaid expenses and other current assets
 
20

 
21

Total cash and cash equivalents and restricted cash and cash equivalents as shown in the Unaudited Consolidated Statements of Cash Flows
 
$
2,354

 
$
2,645


Recent Accounting Pronouncements Adopted

Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

In August 2018, the Financial Accounting Standards Board ("FASB") issued a new accounting update to address a customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also added certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company utilizes various third-party computer systems and third-party service providers, including global distribution systems serving the accommodation, rental car and airline industries. The Company uses both internally-developed systems and third-party systems to operate its services, including transaction processing, order management and financial systems. The Company adopted this update on January 1, 2019 and applied it on a prospective basis. The adoption of this update did not have a material impact to the Unaudited Consolidated Financial Statements.

Leases

In February 2016, the FASB issued a new accounting standard which requires lessees to recognize an asset and a liability on the balance sheet for the rights and obligations created by entering into lease transactions. The new standard retains the dual-model concept by requiring entities to determine if a lease is an operating or financing lease. The new standard also expands qualitative and quantitative disclosures for lessees.

The Company adopted this new standard on January 1, 2019 on a modified retrospective basis and has elected not to restate comparative periods. The Company elected other options, which allow the Company to use its previous evaluations regarding if an arrangement contains a lease, if a lease is an operating or financing lease and what costs are capitalized as initial direct costs prior to adoption. The Company also elected to combine lease and non-lease components.

Upon the adoption of the new lease standard, on January 1, 2019, the Company recognized operating lease assets of $646 million and total operating lease liabilities of $646 million (including a current liability of $152 million) in the consolidated balance sheet and reclassified certain balances related to existing leases. There was no impact to retained earnings at adoption. See Note 7 for more information on leases.

Other Recent Accounting Pronouncements

Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued a new accounting update to simplify the test for goodwill impairment by eliminating Step 2, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill, which requires a hypothetical purchase price allocation, with the carrying amount of that reporting unit's goodwill. Under this update, an entity would perform its quantitative annual or interim goodwill impairment test using the current Step 1 test and recognize an impairment charge for the excess of the carrying value of a reporting unit over its fair value.


9



For public business entities, this update is effective for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests occurring after January 1, 2017. The update will be applied prospectively. The Company plans to adopt this update in the first quarter of 2020.

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued a new accounting update on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable and available-for-sale debt securities. For financial assets measured at amortized cost, this update requires an entity to (1) estimate its lifetime expected credit losses upon recognition of the financial assets and establish an allowance to present the net amount expected to be collected, (2) recognize this allowance and changes in the allowance during subsequent periods through net income and (3) consider relevant information about past events, current conditions and reasonable and supportable forecasts in assessing the lifetime expected credit losses. For available-for-sale debt securities, this update made several targeted amendments to the existing other-than-temporary impairment model, including (1) requiring disclosure of the allowance for credit losses, (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell, is more-likely-than-not required to sell the securities or the maturity of the securities, (3) limiting impairment to the difference between the amortized cost basis and fair value and (4) not allowing entities to consider the length of time that fair value has been less than amortized cost as a factor in evaluating whether a credit loss exists.

This update is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Entities are required to apply this update on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this update and does not expect it to have a material impact.

2.    REVENUE RECOGNITION

Disaggregation of revenue

Geographic Information

The Company's international information consists of the results of Booking.com, agoda and Rentalcars.com and the results of the international businesses of KAYAK and OpenTable. This classification is independent of where the consumer resides, where the consumer is physically located while using the Company's services or the location of the travel service provider or restaurant. For example, a reservation made through Booking.com (which is domiciled in the Netherlands) at a hotel in New York by a consumer in the United States is part of the Company's international results. The Company's geographic information is as follows (in millions):

 
 
 
 
International
 
 
Total revenues for the three months ended March 31,
 
United States
 
The Netherlands
 
Other
 
Total
2019
 
$
380

 
$
2,005

 
$
452

 
$
2,837

2018
 
379

 
2,123

 
426

 
2,928


Revenue by Type of Service

Approximately 84% and 85% of the Company's revenue for the three months ended March 31, 2019 and 2018, respectively, relates to online accommodation reservation services. Revenue from all other sources of online travel reservation services or advertising and other revenues each represent less than 10% of the Company's total revenues.

Deferred Revenue

Cash payments received from travelers in advance of the Company completing its service obligations are included in "Deferred merchant bookings" in the Company's Unaudited Consolidated Balance Sheets and are comprised principally of amounts owed to the travel service providers as well as the Company's deferred revenue for its commission or margin and fees.

10



At March 31, 2019 and December 31, 2018, deferred merchant bookings includes deferred revenue of $246 million and $149 million, respectively. The Company expects to complete its service obligation within one year of booking. In the three months ended March 31, 2019, the Company recognized revenue of $97 million and cancellations of $10 million related to the deferred revenue balance at December 31, 2018. The offsetting increase of $204 million in the deferred revenue balance for the three months ended March 31, 2019 is principally driven by payments received from travelers, net of amounts payable to travel service providers, in the period for those online travel reservations that the Company receives cash payments in advance of completing its service obligations.

Loyalty Programs

The Company provides loyalty programs, where participating consumers are awarded loyalty points on current transactions that can be redeemed in the future. At March 31, 2019 and December 31, 2018, liabilities of $80 million and $73 million, respectively, for loyalty program incentives were included in "Accrued expenses and other current liabilities" in the Unaudited Consolidated Balance Sheets. The Company’s largest loyalty program is at OpenTable, where points can be redeemed for qualifying reservations at participating restaurants, third-party gift cards and accommodation reservations booked through some of the Company’s other platforms. The estimated fair value of the incentives that are expected to be redeemed is recognized as a reduction of revenues at the time the incentives are granted. In the first quarter of 2018, OpenTable introduced a three-year time-based expiration for points earned by diners, which reduced its loyalty program liability by $27 million.

3.                                      STOCK-BASED EMPLOYEE COMPENSATION
 
Stock-based compensation expense included in personnel expenses in the Unaudited Consolidated Statements of Operations was $74 million and $71 million for the three months ended March 31, 2019 and 2018, respectively.

Stock-based compensation expense is recognized in the consolidated financial statements based upon fair value. Fair value is recognized as an expense on a straight-line basis over the employee's requisite service period and forfeitures are accounted for when they occur. The fair value on the grant date of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock. Stock-based compensation expense related to performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of employee stock options assumed in acquisitions was determined using the Black-Scholes model and the market value of the Company's common stock at the respective acquisition dates.
 
Restricted Stock Units and Performance Share Units

The following table summarizes the activity of restricted stock units and performance share units ("share-based awards") during the three months ended March 31, 2019
Share-Based Awards
 
Shares
 
Weighted-average Grant Date Fair Value
Unvested at December 31, 2018
 
511,562

 
 
$
1,713

 
Granted
 
192,775

 
 
$
1,714

 
Vested
 
(172,432
)
 
 
$
1,443

 
Performance shares adjustment
 
127

 
 
$
1,580

 
Forfeited/Canceled
 
(8,093
)
 
 
$
1,823

 
Unvested at March 31, 2019
 
523,939

 
 
$
1,802

 
 
At March 31, 2019, there was $663 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 2.3 years.
 
During the three months ended March 31, 2019, the Company made broad-based grants of 131,683 restricted stock units that generally vest over a three-year period, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. These share-based awards had a total grant date fair value of $226 million based on a weighted-average grant-date fair value per share of $1,714.

Performance share units are payable in shares of the Company's common stock upon vesting. Subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability, recipients of these performance share units generally must continue their service through the requisite service period in order to receive any

11



shares. Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period.

2019 Performance Share Units

During the three months ended March 31, 2019, the Company granted 61,092 performance share units to executives and certain other employees. The performance share units had a total grant-date fair value of $105 million based on a weighted-average grant-date fair value per share of $1,714. The actual number of shares to be issued on the vesting date will be determined upon completion of the performance period which generally ends December 31, 2021, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances.  At March 31, 2019, the estimated number of probable shares to be issued is a total of 61,092 shares, net of performance share units that were forfeited or vested since the grant date, including 47,674 shares that are not subject to the achievement of minimum performance thresholds. If the maximum performance thresholds are met at the end of the performance period, a maximum number of 122,184 total shares could be issued. 

2018 Performance Share Units

During the year ended December 31, 2018, the Company granted 49,721 performance share units with a grant-date fair value of $101 million, based on a weighted-average grant-date fair value per share of $2,034. The actual number of shares to be issued will be determined upon completion of the performance period which generally ends December 31, 2020, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances.

At March 31, 2019, there were 44,900 unvested 2018 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. At March 31, 2019, the number of shares estimated to be issued pursuant to these performance share units at the end of the performance period is a total of 86,157 shares, including 33,590 shares that are not subject to the achievement of minimum performance thresholds. If the maximum performance thresholds are met at the end of the performance period, a maximum of 89,800 shares could be issued pursuant to these performance share units.
 
2017 Performance Share Units

During the year ended December 31, 2017, the Company granted 73,893 performance share units with a grant-date fair value of $128 million, based on a weighted-average grant date fair value per share of $1,735. The actual number of shares to be issued will be determined upon completion of the performance period which generally ends December 31, 2019, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances.

At March 31, 2019, there were 56,506 unvested 2017 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. At March 31, 2019, the number of shares estimated to be issued pursuant to these performance share units at the end of the performance period is a total of 88,098 shares, including 45,843 shares that are not subject to the achievement of minimum performance thresholds. If the maximum thresholds are met at the end of the performance period, a maximum of 113,012 shares could be issued pursuant to these performance share units.

Stock Options

All outstanding employee stock options were assumed in acquisitions. The following table summarizes the activity for stock options during the three months ended March 31, 2019
Employee Stock Options
 
Number of Shares
 
Weighted-average
Exercise Price
 
Aggregate
 Intrinsic Value (in millions)
 
Weighted-average Remaining Contractual Term
(in years)
Balance, December 31, 2018
 
27,263

 
 
$
387

 
 
$
36

 
2.8
Exercised
 
(1,164
)
 
 
$
317

 
 
 
 
 
Balance, March 31, 2019
 
26,099

 
 
$
404

 
 
$
35

 
2.5
Vested and exercisable at March 31, 2019
 
26,099

 
 
$
404

 
 
$
35

 
2.5


12



The aggregate intrinsic value of employee stock options exercised during the three months ended March 31, 2019 and 2018 was $2 million and $4 million, respectively. During the three months ended March 31, 2019 and 2018, stock options vested for 73 and 83 shares, respectively.

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.
 
Common equivalent shares related to stock options, restricted stock units, and performance share units are calculated using the treasury stock method. Performance share units are included in the weighted-average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive.
 
The Company's convertible notes have net share settlement features requiring the Company upon conversion to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company's common stock, at the Company's option. The convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method.
 
A reconciliation of the weighted-average number of shares outstanding used in calculating diluted earnings per share is as follows (in thousands):
 
 
Three Months Ended
March 31,
 
 
2019
 
2018
Weighted-average number of basic common shares outstanding
 
45,007

 
48,349

Weighted-average dilutive stock options, restricted stock units and performance share units
 
229

 
282

Assumed conversion of Convertible Senior Notes
 
200

 
574

Weighted-average number of diluted common and common equivalent shares outstanding
 
45,436

 
49,205

Anti-dilutive potential common shares
 
1,282

 
1,432

 
Anti-dilutive potential common shares for the three months ended March 31, 2019 include approximately 1 million shares that could be issued under the Company's outstanding convertible notes. Under the treasury stock method, the convertible notes will generally have an anti-dilutive impact on net income per share if the conversion prices for the convertible notes exceed the Company's average stock price.


5.                                      INVESTMENTS
 
Short-term and Long-term Investments in Marketable Securities

The Company has classified its investments in marketable debt securities as available-for-sale securities. These securities are reported at estimated fair value with the aggregate unrealized gains and losses related to these investments, net of taxes, reflected as a part of "Accumulated other comprehensive loss" in the Unaudited Consolidated Balance Sheets. Classification as a short-term or long-term investment is based upon the maturity of the debt securities. Investments of a strategic nature that have been made for the purpose of affiliation or potential business advantage are included in "Long-term investments" in the Unaudited Consolidated Balance Sheets. As of March 31, 2019, the Company does not consider any of its investments to be other-than-temporarily impaired.

The Company's investments in marketable equity securities, which are included in "Long-term investments" in the Unaudited Consolidated Balance Sheets, are reported at estimated fair value with changes in fair value of these equity securities recognized in "Net unrealized gains on marketable equity securities" in the Unaudited Consolidated Statements of Operations.


13



The following table summarizes, by major security type, the Company's investments in marketable securities at March 31, 2019 (in millions): 
 
 
Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized Losses
 
Fair
 Value
Short-term investments in marketable securities:
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
International government securities
 
$
218

 
$

 
$

 
$
218

U.S. government securities
 
242

 

 
(1
)
 
241

Corporate debt securities
 
1,519

 
1

 
(6
)
 
1,514

U.S. government agency securities
 
1

 

 

 
1

Commercial paper
 
4

 

 

 
4

Time deposits and certificates of deposit
 
3

 

 

 
3

Total
 
$
1,987

 
$
1

 
$
(7
)
 
$
1,981

 
 
 
 
 
 
 
 
 
Long-term investments in marketable securities:
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
International government securities
 
$
879

 
$
5

 
$

 
$
884

U.S. government securities
 
250

 

 
(4
)
 
246

Corporate debt securities
 
3,794

 
12

 
(23
)
 
3,783

Ctrip convertible debt securities
 
1,275

 
69

 

 
1,344

Marketable equity securities
 
1,105

 
383

 
(1
)
 
1,487

Total
 
$
7,303

 
$
469

 
$
(28
)
 
$
7,744

 
The Company's investment policy seeks to preserve capital and maintain sufficient liquidity to meet operational and other needs of the business. At March 31, 2019, the weighted-average life of the Company’s investments in marketable debt securities, excluding its investment in Ctrip.com International Ltd. ("Ctrip") convertible debt securities, was approximately 1.4 years with an average credit quality of A+/A1/A+.

The Company invests in international government securities with high credit quality. At March 31, 2019, investments in international government securities principally included debt securities issued by the governments of the Netherlands, France, Belgium, Germany, Austria and Finland. 


14



The following table summarizes, by major security type, the Company's investments in marketable securities at December 31, 2018 (in millions):
 
 
Cost
 
Gross 
Unrealized 
Gains
 
Gross 
Unrealized
 Losses
 
Fair
 Value
Short-term investments in marketable securities:
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
International government securities
 
$
314

 
$

 
$

 
$
314

U.S. government securities
 
658

 

 
(2
)
 
656

Corporate debt securities
 
2,693

 

 
(12
)
 
2,681

U.S. government agency securities
 
1

 

 

 
1

Commercial paper
 
7

 

 

 
7

Time deposits and certificates of deposit
 
1

 

 

 
1

Total
 
$
3,674

 
$

 
$
(14
)
 
$
3,660

 
 
 
 
 
 
 
 
 
Long-term investments in marketable securities:
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
International government securities
 
$
797

 
$
3

 
$

 
$
800

U.S. government securities
 
299

 

 
(6
)
 
293

Corporate debt securities
 
4,445

 
4

 
(48
)
 
4,401

Ctrip Convertible debt securities
 
1,275

 

 
(98
)
 
1,177

Marketable equity securities
 
1,105

 
3

 
(72
)
 
1,036

Total
 
$
7,921

 
$
10

 
$
(224
)
 
$
7,707

 
Investments in Ctrip
In May 2015 and August 2014, the Company invested $250 million and $500 million, respectively, in five-year senior convertible notes issued at par value by Ctrip. In December 2015, the Company invested $500 million in a Ctrip ten-year senior convertible note issued at par value, which included a put option allowing the Company, at its option, to require a prepayment in cash from Ctrip at the end of the sixth year of the note. In September 2016, the Company invested $25 million in a Ctrip six-year senior convertible note issued at par value, which included a put option allowing the Company, at its option, to require prepayment in cash from Ctrip at the end of the third year of the note. The Company determined that the economic characteristics and risks of the put option are clearly and closely related to the note, and therefore did not meet the requirement for separate accounting as embedded derivatives. The Company evaluated the conversion features for all Ctrip senior convertible notes and only the conversion feature associated with the September 2016 investment met the definition of an embedded derivative (see Note 6). The Company monitors the conversion features of these notes to determine whether they meet the definition of an embedded derivative during each reporting period. The Ctrip convertible notes have been marked-to-market in accordance with the accounting guidance for available-for-sale securities. At March 31, 2019, the Company had also invested $655 million in Ctrip American Depositary Shares ("ADSs"). For the three months ended March 31, 2019 and 2018, "Net unrealized gains on marketable equity securities" in the Unaudited Consolidated Statements of Operations included a net unrealized gain of $360 million and $55 million, respectively, related to Ctrip ADSs. At March 31, 2019, the Company did not have significant influence over Ctrip.
Investment in Meituan Dianping
In October 2017, the Company invested $450 million in preferred shares of Meituan Dianping, the leading e-commerce platform for local services in China. The investment has been classified as a marketable equity security since Meituan Dianping's initial public offering in September 2018. For the three months ended March 31, 2019, "Net unrealized gains on marketable equity securities" in the Unaudited Consolidated Statement of Operations included an unrealized gain of $91 million related to this investment. At March 31, 2019, the Company did not have significant influence over Meituan Dianping.

15



Long-term Investments without Readily Determinable Fair Value
The Company held investments in equity securities of private companies, which are typically at an early stage of development, of $501 million at both March 31, 2019 and December 31, 2018, principally related to the Company's investment of $500 million in July 2018 in preferred shares of Didi Chuxing, the leading mobile transportation and ride-hailing platform in China. These investments are measured at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer and are included in "Long-term investments" in the Company's Unaudited Consolidated Balance Sheets. The Company determined that no adjustments were required to the carrying value of these investments at March 31, 2019.
Other Long-term Investments
The Company held an investment of $200 million in preferred shares of Grab, a leading on-demand transportation and mobile service platform in Southeast Asia, which is included in "Long-term investments" in the Company's Unaudited Consolidated Balance Sheets at March 31, 2019 and December 31, 2018. The preferred shares are convertible to ordinary shares at the Company’s option and are mandatorily convertible upon an initial public offering. The preferred shares also contain a redemption feature that can be exercised by the Company after June 2023. These features have been evaluated as embedded derivatives, however, they do not meet the requirements to be accounted for separately. The investment is classified as a debt security for accounting purposes and categorized as available-for-sale. The investment is reported at estimated fair value with the aggregate unrealized gains and losses, net of taxes, reflected as a part of "Accumulated other comprehensive loss" in the Unaudited Consolidated Balance Sheet.

6.                                      FAIR VALUE MEASUREMENTS
 
Financial assets and liabilities carried at fair value at March 31, 2019 are classified in the categories described in the table below (in millions):
 
 
Level 1
 
Level 2
 
Level 3
 
Total
ASSETS:
 
 

 
 

 
 
 
 

Cash and restricted cash equivalents:
 
 
 
 
 
 
 
 
Money market funds
 
$
1,727

 
$

 
$

 
$
1,727

Time deposits and certificates of deposit
 
26

 

 

 
26

Short-term investments in marketable securities:
 
 

 
 

 
 
 
 

International government securities
 

 
218

 

 
218

U.S. government securities
 

 
241

 

 
241

Corporate debt securities
 

 
1,514

 

 
1,514

U.S. government agency securities
 

 
1

 

 
1

Commercial paper
 

 
4

 

 
4

Time deposits and certificates of deposit
 
3

 

 

 
3

Long-term investments in marketable securities:
 
 
 
 
 
 
 
 
International government securities
 

 
884

 

 
884

U.S. government securities
 

 
246

 

 
246

Corporate debt securities
 

 
3,783

 

 
3,783

Ctrip convertible debt securities
 

 
1,344

 

 
1,344

Marketable equity securities
 
1,487

 

 

 
1,487

Other long-term investment
 

 

 
200

 
200

Derivatives:
 
 
 
 
 
 
 
 
Currency exchange derivatives
 

 
1

 

 
1

Total assets at fair value
 
$
3,243

 
$
8,236

 
$
200

 
$
11,679

 
 
 
 
 
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
 
Currency exchange derivatives
 
$

 
$
2

 
$

 
$
2

 
The table above does not include contingent consideration related to a business acquisition (see Note 13).


16



Financial assets carried at fair value at December 31, 2018 are classified in the categories described in the table below (in millions):        
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Cash and restricted cash equivalents:
 
 
 
 
 
 
 
 
Money market funds
 
$
2,061

 
$

 
$

 
$
2,061

International government securities
 

 
21

 

 
21

U.S. government securities
 

 
1

 

 
1

Commercial paper
 

 
2

 

 
2

Time deposits and certificates of deposit
 
25

 

 

 
25

Short-term investments in marketable securities:
 
 
 
 
 
 
 
 
International government securities
 

 
314

 

 
314

U.S. government securities
 

 
656

 

 
656

Corporate debt securities
 

 
2,681

 

 
2,681

U.S. government agency securities
 

 
1

 

 
1

Commercial paper
 

 
7

 

 
7

Time deposits and certificates of deposit
 
1

 

 

 
1

Long-term investments in marketable securities:
 
 
 
 
 
 
 
 
International government securities
 

 
800

 

 
800

U.S. government securities
 

 
293

 

 
293

Corporate debt securities
 

 
4,401

 

 
4,401

Ctrip convertible debt securities
 

 
1,177

 

 
1,177

Marketable equity securities
 
1,036

 

 

 
1,036

Other long-term investment
 

 

 
200

 
200

Derivatives:
 
 
 
 
 
 
 
 
Currency exchange derivatives
 

 
4

 

 
4

Total assets at fair value
 
$
3,123

 
$
10,358

 
$
200

 
$
13,681

  
The table above does not include contingent consideration related to a business acquisition (see Note 13).

There are three levels of inputs to measure fair value.  The definition of each input is described below:
 
Level 1:
Quoted prices in active markets that are accessible by the Company at the measurement date for
identical assets and liabilities.

Level 2:
Inputs that are observable, either directly or indirectly.  Such prices may be based upon quoted
prices for identical or comparable securities in active markets or inputs not quoted on active
markets, but corroborated by market data.

Level 3:
Unobservable inputs are used when little or no market data is available.

Investments in corporate debt securities, U.S. and international government securities, commercial paper, government agency securities and certain convertible debt securities are considered "Level 2" valuations because the Company has access to quoted prices, but does not have visibility into the volume and frequency of trading for all of these investments. For the Company's 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. See Note 5 for information on the carrying value of the Company's investments in marketable securities.

The investment in Grab, reported at a fair value of $200 million at both March 31, 2019 and December 31, 2018, is considered a "Level 3" valuation and measured using management's estimates that incorporate current market participant expectations of future cash flows considered alongside recent financing transactions of the investee and other relevant information.
 
The Company's derivative instruments are valued using pricing models. Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility and currency rates.

17



Derivatives are considered "Level 2" fair value measurements. The Company's derivative instruments are typically short-term in nature.

At March 31, 2019 and December 31, 2018, the Company's cash consisted of bank deposits. Other financial assets and liabilities, including restricted cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these items. See Note 9 for the estimated fair value of the Company's outstanding Senior Notes.

In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations. The Company mitigates these risks by following established risk management policies and procedures, including the use of derivatives. The Company does not use derivatives for trading or speculative purposes. All derivative instruments are recognized in the Unaudited Consolidated Balance Sheets at fair value. Gains and losses resulting from changes in the fair value of derivative instruments that are not designated as hedging instruments for accounting purposes are recognized in the Unaudited Consolidated Statements of Operations in the period that the changes occur. Changes in the fair value of derivatives designated as net investment hedges were recorded as foreign currency translation adjustments to offset a portion of the foreign currency translation adjustment from Euro-denominated net assets held by certain subsidiaries and were recognized in the Unaudited Consolidated Balance Sheets in "Accumulated other comprehensive loss."
 
Derivatives Not Designated as Hedging Instruments — The Company is exposed to adverse movements in currency exchange rates as the operating results of its international operations are translated from local currency into U.S. Dollars upon consolidation. The Company enters into average-rate derivative contracts to hedge translation risks from short-term currency exchange rate fluctuations for the Euro, British Pound Sterling and certain other currencies versus the U.S. Dollar. At March 31, 2019 and December 31, 2018, there were no outstanding derivative contracts related to foreign currency translation risks. 

The Company also enters into foreign currency forward contracts to hedge its exposure to the impact of movements in currency exchange rates on its transactional balances denominated in currencies other than the functional currency. Derivative assets are included in "Prepaid expenses and other current assets" and derivative liabilities are included in "Accrued expenses and other current liabilities" in the Unaudited Consolidated Balance Sheets. Derivatives associated with these transaction risks resulted in foreign currency losses of $13 million and foreign currency gains of $21 million for the three months ended March 31, 2019 and 2018, respectively. These mark-to-market adjustments on the derivative contracts, offset by the effect of changes in currency exchange rates on transactions denominated in currencies other than the functional currency, resulted in net losses of $8 million and $5 million for the three months ended March 31, 2019 and 2018, respectively. The net impacts related to these derivatives are reported in "Foreign currency transactions and other" in the Unaudited Consolidated Statements of Operations.

The settlement of derivative contracts not designated as hedging instruments resulted in net cash inflows of $1 million and $18 million for the three months ended March 31, 2019 and 2018, respectively, and are reported within "Net cash provided by operating activities" in the Unaudited Consolidated Statements of Cash Flows.
 
Embedded Derivative — In September 2016, the Company invested $25 million in a Ctrip convertible note (see Note 5). The Company determined that the conversion option for this note met the definition of an embedded derivative that required separate accounting. At March 31, 2019 and December 31, 2018, the embedded derivative had an estimated fair value of $0.9 million and $0.1 million, respectively, and is reported in the Unaudited Consolidated Balance Sheets with its host contract in "Long-term investments." The embedded derivative is bifurcated for fair value measurement purposes only. The mark-to-market adjustments are included in "Foreign currency transactions and other" in the Company's Unaudited Consolidated Statements of Operations.

7.    LEASES

Adoption of ASC Topic 842, Leases

On January 1, 2019, the Company adopted ASC 842, Leases, using a modified retrospective method applied to all contracts as of January 1, 2019. Therefore, for reporting periods beginning after December 31, 2018, the financial statements are prepared in accordance with the current lease standard and the financial statements for all periods prior to January 1, 2019 are presented under the previous lease standard ("ASC 840").

The Company determines if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or financing lease and records a lease asset and a lease liability upon lease commencement,

18



which is the date when the underlying asset is made available for use by the lessor. The Company has operating leases for office space, data centers and one land lease for Booking.com's headquarters (see Note 13). The Company has no finance leases as of March 31, 2019. For office space, data centers and land, the Company has elected to combine the fixed payments to lease the asset and any fixed non-lease payments (such as maintenance or utility charges) when calculating the lease asset and lease liability.
The Company recognizes lease expense on a straight-line basis over the lease term. Certain of our lease agreements include rent payments which are adjusted periodically for inflation. Any change in payments due to changes in inflation rates are recognized as variable lease expense as they are incurred. Variable lease expense also includes costs for property taxes, insurance and services provided by the lessor which are charged based on usage or performance.
Most leases have one or more options to renew, with renewal terms that can initially extend the lease term for various periods up to 9 years. The exercise of renewal options for office space and data centers is at the Company’s discretion and are included if they are reasonably certain to be exercised. The land lease for Booking.com's headquarters has an initial term which expires in 2065, at which time the lease payments will be adjusted based on the value of the land on the reassessment date. The Company considered the initial term of the land lease to be its expected period of use. As of March 31, 2019, the Company’s weighted-average remaining lease term for all leases was approximately 8.2 years.
When the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate as its discount rate to determine the present value of its lease payments. The incremental borrowing rates approximate the rate the Company would pay to borrow in the currency of the lease payments on a collateralized basis for the weighted-average life of the lease. As of March 31, 2019, the Company’s weighted-average discount rate was approximately 2.0%.
The Company recognized the following related to leases in its Unaudited Consolidated Balance Sheet at March 31, 2019 (in millions):
Leases
 
Classification in Consolidated Balance Sheet
 
March 31, 2019
Operating lease assets
 
Operating lease assets
 
$
635

Lease Liabilities:
 
 
 
 
Current operating lease liabilities
 
Accrued expenses and other current liabilities
 
$
153

Non-current operating lease liabilities
 
Operating lease liabilities
 
488

Total operating lease liabilities
 
 
 
$
641


As of March 31, 2019, the operating lease liabilities will mature over the following periods (in millions):
Remainder of 2019
$
123

2020
152

2021
119

2022
73

2023
54

2024
36

Thereafter
154

Total remaining lease payments
$
711

Less: Imputed interest
(70
)
Total operating lease liabilities
$
641


As of March 31, 2019, the Company has entered into leases that have not yet commenced with future lease payments of approximately $7 million which are not reflected in the table above. These operating leases will commence in 2019 with lease terms of up to 5 years and will be recognized upon lease commencement. In addition, the Company signed an agreement for a lease in the city of Manchester in the United Kingdom for the headquarters of Rentalcars.com (see Note 13).

19



At December 31, 2018, minimum lease payments for operating leases having an initial term in excess of one year under ASC 840 were as follows (in millions):
2019
$
164

2020
142

2021
110

2022
66

2023
52

Thereafter
190

Total minimum lease payments
$
724

The Company recognized the following related to operating leases in its Unaudited Consolidated Statement of Operations (in millions):
Leases
 
Classification in Unaudited Consolidated Statement of Operations
 
Three Months Ended March 31, 2019
Lease expense
 
General and administrative and Information technology
 
$
45

Variable lease expense
 
General and administrative and Information technology
 
13

Less: Sublease income
 
General and administrative
 
(1
)
Total lease expense, net of sublease income
 
 
 
$
57

Supplemental cash flow information related to operating leases are as follows (in millions):
Leases
 
Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
 
$
47

Operating lease assets obtained in exchange for operating lease liabilities
 
42

"Operating lease amortization" presented in the operating activities section of the Unaudited Consolidated Statement of Cash Flows reflects the portion of the operating lease expense that amortized the operating lease asset.

8.                                      INTANGIBLE ASSETS AND GOODWILL
 
The Company's intangible assets at March 31, 2019 and December 31, 2018 consisted of the following (in millions): 
 
March 31, 2019
 
December 31, 2018
 
 
 
Gross 
Carrying 
Amount
 
Accumulated
Amortization
 
Net 
Carrying 
Amount
 
Gross 
Carrying 
Amount
 
Accumulated
Amortization
 
Net 
Carrying 
Amount
 
Amortization
Period
Supply and distribution agreements
$
1,095

 
$
(422
)
 
$
673

 
$
1,099

 
$
(408
)
 
$
691

 
3 - 20 years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Technology
173

 
(125
)
 
48

 
173

 
(121
)
 
52

 
 1 - 7 years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Patents
2

 
(2
)
 

 
2

 
(2
)
 

 
15 years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Internet domain names
40

 
(30
)
 
10

 
41

 
(30
)
 
11

 
5 - 20 years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
1,810

 
(463
)
 
1,347

 
1,810

 
(439
)
 
1,371

 
4 - 20 years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-compete agreements

 

 

 
1

 
(1
)
 

 
 
Total intangible assets
$
3,120

 
$
(1,042
)
 
$
2,078

 
$
3,126

 
$
(1,001
)
 
$
2,125

 
 
 

20



Intangible assets are amortized on a straight-line basis.  Amortization expense was $45 million and $47 million for the three months ended March 31, 2019 and 2018, respectively.
 
A substantial portion of the Company's intangibles and goodwill relates to the acquisitions of OpenTable in July 2014 and KAYAK in May 2013. There were no events or changes in circumstances to indicate a potential impairment to goodwill or intangible assets at March 31, 2019.

Acquisition

In November 2018, the Company paid $134 million, net of cash acquired, to complete the acquisition of HotelsCombined, a hotel meta-search company. The purchase price allocation has not been completed at March 31, 2019. The Company's Unaudited Consolidated Financial Statements include the accounts of this business starting at the acquisition date. Revenues and earnings of this business since the acquisition date and pro forma results of operations have not been presented separately as such financial information is not material to the Company's results of operations.


9.                                      DEBT

Short-term Borrowing

On December 31, 2018, the Company had a bank overdraft of $25 million which was reported in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet at December 31, 2018 and was repaid in January 2019.

Revolving Credit Facility

In June 2015, the Company entered into a $2.0 billion five-year unsecured revolving credit facility with a group of lenders. Borrowings under the revolving credit facility will bear interest, at the Company’s option, at a rate per annum equal to either (i) the adjusted London Inter-bank Offered Rate ("LIBOR") for the interest period in effect for such borrowing plus an applicable margin ranging from 0.875% to 1.50%; or (ii) the greatest of (a) Bank of America, N.A.'s prime lending rate, (b) the federal funds rate plus 0.50%, and (c) an adjusted LIBOR for an interest period of one month plus 1.00%, plus an applicable margin ranging from 0.00% to 0.50%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.085% to 0.20%.

The revolving credit facility provides for the issuance of up to $70 million of letters of credit as well as borrowings of up to $50 million on same-day notice, referred to as swingline loans. Borrowings under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility would be used for working capital and general corporate purposes, which could include acquisitions, share repurchases or debt repayments. There were $5 million of letters of credit issued under the facility at both March 31, 2019 and December 31, 2018. There were no borrowings outstanding under this revolving credit facility at December 31, 2018. At March 31, 2019, there were $250 million of borrowings outstanding with a weighted-average interest rate of 3.5% due in the second quarter of 2019, which is included in "Accrued expenses and other current liabilities" in the Unaudited Consolidated Balance Sheet. In addition, in April 2019, the Company borrowed an additional $150 million under this revolving credit facility, which is due in May 2019 with an interest rate of 3.5%.


21



Outstanding Debt
 
Outstanding debt at March 31, 2019 consisted of the following (in millions): 
March 31, 2019
 
Outstanding
 Principal 
Amount
 
Unamortized Debt
Discount and Debt
Issuance Cost
 
Carrying
 Value
Current liabilities:
 
 
 
 
 
 
0.35% Convertible Senior Notes due June 2020
 
$
1,000

 
$
(32
)
 
$
968

Long-term debt:
 
 
 
 
 
 
0.9% Convertible Senior Notes due September 2021
 
$
1,000

 
$
(56
)
 
$
944

0.8% (€1 Billion) Senior Notes due March 2022
 
1,123

 
(4
)
 
1,119

2.15% (€750 Million) Senior Notes due November 2022
 
842

 
(3
)
 
839

2.75% Senior Notes due March 2023
 
500

 
(3
)
 
497

2.375% (€1 Billion) Senior Notes due September 2024
 
1,123

 
(10
)
 
1,113

3.65% Senior Notes due March 2025
 
500

 
(3
)
 
497

3.6% Senior Notes due June 2026
 
1,000

 
(6
)
 
994

1.8% (€1 Billion) Senior Notes due March 2027
 
1,123

 
(4
)
 
1,119

3.55% Senior Notes due March 2028
 
500

 
(3
)
 
497

Total long-term debt
 
$
7,711

 
$
(92
)
 
$
7,619

 
Outstanding debt at December 31, 2018 consisted of the following (in millions): 
December 31, 2018
 
Outstanding
 Principal 
Amount
 
Unamortized Debt
Discount and Debt
Issuance Cost
 
Carrying
 Value
Long-term debt:
 
 
 
 
 
 
0.35% Convertible Senior Notes due June 2020
 
$
1,000

 
$
(39
)
 
$
961

0.9% Convertible Senior Notes due September 2021
 
1,000

 
(61
)
 
939

0.8% (€1 Billion) Senior Notes due March 2022
 
1,143

 
(5
)
 
1,138

2.15% (€750 Million) Senior Notes due November 2022
 
858

 
(4
)
 
854

2.75% Senior Notes due March 2023
 
500

 
(3
)
 
497

2.375% (€1 Billion) Senior Notes due September 2024
 
1,143

 
(10
)
 
1,133

3.65% Senior Notes due March 2025
 
500

 
(3
)
 
497

3.6% Senior Notes due June 2026
 
1,000

 
(6
)
 
994

1.8% (€1 Billion) Senior Notes due March 2027
 
1,143

 
(4
)
 
1,139

3.55% Senior Notes due March 2028
 
500

 
(3
)
 
497

Total long-term debt
 
$
8,787

 
$
(138
)
 
$
8,649

 
Based on the closing price of the Company's common stock for the prescribed measurement periods for the three months ended March 31, 2019 and December 31, 2018, the contingent conversion thresholds on the 2020 Notes (as defined below) and 2021 Notes (as defined below) were not exceeded, therefore, these notes were not convertible at the option of the holder. The 2020 Notes were reported as non-current liabilities in the Unaudited Consolidated Balance Sheet at December 31, 2018 and reclassified as current liabilities at March 31, 2019 since the holders will have the right to convert all or any portion of the 2020 Notes at March 15, 2020 regardless of the Company's stock price.

Fair Value of Debt

At March 31, 2019 and December 31, 2018, the estimated fair value of the outstanding Senior Notes was approximately $9.5 billion and $9.3 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. A substantial portion of the market value of the Company's debt in excess of the outstanding principal amount relates to the conversion premium on the Convertible Senior Notes.


22



Convertible Senior Notes

If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount. If the Company's convertible debt is redeemed or converted prior to maturity, a gain or loss on extinguishment is recognized. The gain or loss is the difference between the fair value of the debt component immediately prior to extinguishment and its carrying value. To estimate the fair value of the debt at the conversion date, the Company estimates its straight debt borrowing rate, considering its credit rating and straight debt of comparable corporate issuers.

Description of Convertible Senior Notes 

In August 2014, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due September 15, 2021, with an interest rate of 0.9% (the "2021 Notes"). The Company paid $11 million in debt issuance costs during the year ended December 31, 2014 related to this offering. The 2021 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of $2,055.50 per share. The 2021 Notes are convertible, at the option of the holder, prior to September 15, 2021, 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 150% 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 2021 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 2021 Notes in an aggregate value ranging from $0 to $375 million depending upon the date of the transaction and the then current stock price of the Company. At June 15, 2021, holders will have the right to convert all or any portion of the 2021 Notes, regardless of the Company's stock price. The 2021 Notes may not be redeemed by the Company prior to maturity.  The holders may require the Company to repurchase the 2021 Notes for cash in certain circumstances. Interest on the 2021 Notes is payable on March 15 and September 15 of each year.

In May 2013, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due June 15, 2020, with an interest rate of 0.35% (the "2020 Notes"). The 2020 Notes were issued with an initial discount of $20 million. The Company paid $1 million in debt issuance costs during the year ended December 31, 2013 related to this offering. The 2020 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of $1,315.10 per share. The 2020 Notes are convertible, at the option of the holder, prior to June 15, 2020, 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 150% 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 2020 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 2020 Notes in an aggregate value ranging from $0 to $397 million depending upon the date of the transaction and the then current stock price of the Company. At March 15, 2020, holders will have the right to convert all or any portion of the 2020 Notes, regardless of the Company's stock price. The 2020 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the 2020 Notes for cash in certain circumstances. Interest on the 2020 Notes is payable on June 15 and December 15 of each year.

In March 2012, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due March 15, 2018, with an interest rate of 1.0% (the "2018 Notes"). The 2018 Notes were convertible, subject to certain conditions, into the Company's common stock at a conversion price of $944.61 per share. In March 2018, in connection with the maturity of the remaining outstanding 2018 Notes, the Company paid $714 million to satisfy the aggregate principal amount due and paid an additional $773 million in satisfaction of the conversion value in excess of the principal amount.

Cash-settled convertible debt, such as the Company's Convertible Senior Notes, is separated into debt and equity components at issuance and each component is assigned a value.  The value assigned to the debt component is the estimated fair value, at the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount. Debt discount is amortized using the effective interest rate method over the period from the origination date through the stated maturity date. The Company estimated the straight debt borrowing rates at debt origination to be 3.18% for the 2021 Notes, 3.13% for the 2020 Notes and 3.50% for the 2018 Notes. The yield to maturity was estimated at an at-market coupon priced at

23



par.

Debt discount after tax of $83 million ($143 million before tax) related to the 2021 Notes, $92 million ($154 million before tax) related to the 2020 Notes and $81 million ($135 million before tax) related to the 2018 Notes less financing costs associated with the equity component of the respective convertible notes was recorded in additional paid-in capital in the balance sheet at debt origination.

For the three months ended March 31, 2019 and 2018, the Company recognized interest expense of $15 million and $20 million, respectively, related to convertible notes, which was almost entirely comprised of the amortization of debt discount of $12 million and $14 million, respectively, and the contractual coupon interest of $3 million and $5 million, respectively. The remaining interest expense relates to the amortization of debt issuance costs. For the three months ended March 31, 2019 and 2018, included in the amortization of debt discount mentioned above was $1 million of original issuance discount related to the 2020 Notes for each period. The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity date for the respective debt. The weighted-average effective interest rates for the three months ended March 31, 2019 and 2018 are 3.2% and 3.3%, respectively.

Other Long-term Debt

Other long-term debt had a total carrying value of $6.7 billion at both March 31, 2019 and December 31, 2018. Debt discount is amortized using the effective interest rate method over the period from the origination date through the stated maturity date.  The Company estimated the effective interest rates at debt origination to be 0.84% for the Senior Notes maturing in March 2022 (the "March 2022 Notes"), 2.20% for the Senior Notes maturing in November 2022 (the "November 2022 Notes"), 2.78% for the Senior Notes maturing in March 2023, 2.48% for the Senior Notes maturing in September 2024 (the "September 2024 Notes"), 3.68% for the Senior Notes maturing in March 2025, 3.62% for the Senior Notes maturing in June 2026, 1.80% for the Senior Notes maturing in March 2027 (the "March 2027 Notes") and 3.56% for the Senior Notes maturing in March 2028.

For the three months ended March 31, 2019 and 2018, the Company recognized interest expense of $42 million and $43 million, respectively, related to other long-term debt, which was almost entirely comprised of $40 million and $42 million, respectively, related to the contractual coupon interest. The remaining interest expense relates to the amortization of debt discount and debt issuance costs. The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity dates for the respective debt.

The aggregate principal value of the Euro-denominated March 2022 Notes, November 2022 Notes, September 2024 Notes and March 2027 Notes and accrued interest thereon was designated as a hedge of the Company's net investment in certain Euro functional currency subsidiaries. The foreign currency transaction gains or losses on these liabilities are measured based upon changes in spot rates and are recorded in "Accumulated other comprehensive loss" in the Unaudited Consolidated Balance Sheets. The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with the effects of foreign currency changes also reported in "Accumulated other comprehensive loss" in the Unaudited Consolidated Balance Sheets. Since the notional amount of Euro-denominated debt and related interest have been less than the notional amount of the Company's net investment, the Company has not incurred any ineffectiveness on this hedge. The Company plans to dedesignate a portion of this hedge in the second quarter of 2019. The foreign currency transaction gains or losses on the Euro-denominated debt that is not designated as hedging instruments for accounting purposes will be recognized in net income.

10.                                      TREASURY STOCK
 
At March 31, 2019 and December 31, 2018, the Company had a total remaining authorization of $1.8 billion and $4.5 billion, respectively, to repurchase its common stock related to a program authorized by the Company's Board of Directors in 2018 for $8.0 billion. In the second quarter of 2019, the Company's Board of Directors authorized an additional program to repurchase up to $15.0 billion of the Company's common stock. The Company has continued to make repurchases of its common stock in the second quarter of 2019 and may continue to make repurchases of shares under its stock repurchase program, depending on prevailing market conditions, alternate uses of capital and other factors. Whether and when to initiate and/or complete any repurchase of common stock and the amount of common stock repurchased will be determined at the Company's discretion. Additionally, the Board of Directors has given the Company the general authorization to repurchase shares of its common stock withheld to satisfy employee withholding tax obligations related to stock-based compensation.


24



The following table summarizes the Company's stock repurchase activities during the three months ended March 31, 2019 and 2018, respectively (in millions, except for shares):

 
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
 
Shares
 
Amount
 
Shares
 
Amount
Authorized stock repurchase programs
 
1,548,083

 
$
2,735

 
314,076

 
$
612

General authorization for shares withheld on stock award vesting
 
70,705

 
121

 
59,043

 
120

Total
 
1,618,788

 
$
2,856

 
373,119

 
$
732


In the three months ended March 31, 2019, stock repurchases in March 2019 of 84,229 shares for an aggregate cost of $147 million were settled in April 2019. Stock repurchases in December 2018 of 42,939 shares for an aggregate cost of $74 million were settled in January 2019.

For the three months ended March 31, 2019 and 2018, the Company remitted employee withholding taxes of $111 million and $103 million, respectively, to the tax authorities, which is different from the aggregate cost of the shares withheld for taxes for each period due to the timing in remitting the taxes. The cash remitted to the tax authorities is included in financing activities in the Unaudited Consolidated Statements of Cash Flows.
 
At March 31, 2019, there were 18,935,914 shares of the Company's common stock held in treasury.

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 rate for the three months ended March 31, 2019 was 21.0% compared to 19.4% for the three months ended March 31, 2018. The Company's 2018 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) and current year excess tax benefits recognized from the vesting of equity awards, partially offset by the effect of higher international tax rates and U.S. federal and state tax associated with the Company's current year international earnings, resulting from the introduction of the Tax Act.

The Company's effective tax rate was higher for the three months ended March 31, 2019, compared to the three months ended March 31, 2018, primarily as a result of lower excess tax benefits recognized from the vesting of equity awards and higher discrete tax charges related to unrealized gains on equity securities, partially offset by lower U.S. federal and state tax associated with the Company’s current year international earnings, resulting from the introduction of the Tax Act.

During the three months ended March 31, 2019 and 2018, a substantial majority of the Company's income was generated 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 7% ("Innovation Box Tax") rather than the Dutch statutory rate of 25%. A portion of Booking.com's earnings during the three months ended March 31, 2019 and 2018 qualified for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those periods.


25



12.                                      ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 
The table below provides the balances for each classification of accumulated other comprehensive loss at March 31, 2019 and December 31, 2018 (in millions): 

 
 
March 31,
2019
 
December 31,
2018
Foreign currency translation adjustments, net of tax (1)
 
$
(141
)
 
$
(129
)
Net unrealized losses on debt securities, net of tax (2)
 
(28
)
 
(187
)
Accumulated other comprehensive loss
 
$
(169
)
 
$
(316
)

(1) Foreign currency translation adjustments, net of tax, at March 31, 2019 and December 31, 2018, include accumulated net losses from fair value adjustments of $35 million after tax ($53 million before tax) associated with previously settled derivatives that were designated as net investment hedges.

Foreign currency translation adjustments, net of tax, include foreign currency transaction gains of $31 million after tax ($56 million before tax) and foreign currency transaction losses of $26 million after tax ($20 million before tax) at March 31, 2019 and December 31, 2018, respectively, associated with the Company's Euro-denominated debt. The Company's Euro-denominated debt is designated as a hedge against the impact of currency fluctuations on its Euro-denominated net assets (see Note 9).
    
The remaining balance in foreign currency translation adjustments relates to the cumulative impacts of currency fluctuations on the Company's non-U.S. Dollar denominated net assets. At March 31, 2019 and December 31, 2018, the Company had deferred tax benefits of $52 million and $41 million, respectively, related to foreign currency translation adjustments to its 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 introduction of the Tax Act.

(2)       Net unrealized losses on debt securities, net of tax, includes cumulative tax charges of $81 million and $30 million at March 31, 2019 and December 31, 2018, respectively. 

13.                                      COMMITMENTS AND CONTINGENCIES

Competition 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 or has been involved in many such investigations. For example, the Company has been and continues to be involved in investigations related to whether Booking.com's contractual parity arrangements with accommodation providers, sometimes also referred to as "most favored nation" or "MFN" provisions, are anti-competitive because they require accommodation providers to provide Booking.com with room rates, conditions or availability that are at least as favorable as those offered to other online travel companies ("OTCs") or through the accommodation provider's website. To resolve and close certain of the investigations, the Company has from time to time made commitments to the investigating authorities regarding future business practices or activities. For example, Booking.com has made commitments to several NCAs, including agreeing to narrow the scope of its parity clauses, in order to resolve parity-related investigations. 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. 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.

NCAs or other governmental authorities are continuing to review the activities of online platforms, including through the use of consumer protection powers. In October 2017, the United Kingdom's NCA (the Competition and Markets Authority, or CMA) launched a consumer protection law investigation into the clarity, accuracy and presentation of information on hotel booking sites with a specific focus on the display of search results (e.g., ranking), claims regarding discounts, methods of "pressure selling" (such as allegedly creating false impressions regarding room availability) and failure to disclose hidden

26



charges.  In connection with this investigation, in June 2018, the CMA announced that it would proceed with enforcement action against a number of hotel booking sites. Booking.com, agoda and KAYAK, along with a number of other OTCs, have voluntarily agreed to certain commitments with the CMA addressing its concerns in resolution of this investigation, which will take effect on September 1, 2019. Among other things, the commitments provided to the CMA include showing prices inclusive of all mandatory taxes and charges, providing information about the effect of commissions 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. The CMA has stated that it expects all participants in the online travel market to adhere to the same standards, regardless of whether they formally signed the commitments. The commitments conclude the CMA's investigation without finding an infringement or an admission of wrongdoing of the OTCs involved. The Company is unable to predict what, if any, effect the commitments made to the CMA, will have on its business, industry practices or online commerce more generally.

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 have and could in the future result in private litigation. More immediate results could include, among other things, the imposition of fines, commitments to change certain business practices or reputational damage, any of which could harm the Company's business, results of operations, brands or competitive position.

Tax Matters

French tax authorities conducted an audit of Booking.com for the years 2003 through 2012. They are asserting that Booking.com has a permanent establishment in France and are seeking to recover what they claim are unpaid income and value-added taxes. In December 2015, the French tax authorities issued Booking.com assessments related to those tax years for approximately 356 million Euros, the majority of which would represent penalties and interest. The Company believes that Booking.com has been, and continues to be, in compliance with French tax law, and the Company is contesting the assessments. The Company has not recorded a liability in connection with these assessments. In December 2018, the French tax authorities issued a formal demand for payment of the amounts assessed. As a result, in January 2019, the Company paid the assessment of approximately 356 million Euros ($403 million) in order to preserve its right to contest the assessments in court, which is included in "Other assets" in the Unaudited Consolidated Balance Sheet at March 31, 2019. Such payment does not constitute an admission that the Company owes the taxes and will be refunded (with interest) to the Company to the extent the Company prevails. If the Company is unable to resolve the matter with the French tax authorities, the Company plans to challenge the assessments in the French courts. The French tax authorities have begun a similar audit of the tax years 2013 through 2015, which could result in additional assessments.

Italian authorities are reviewing Booking.com's activities for the years 2011 through 2015. They are reviewing whether Booking.com has a permanent establishment in Italy and Booking.com's transfer pricing practices in Italy. The Company believes that Booking.com has been, and continues to be, in compliance with Italian tax law. The Company is cooperating with the investigation but intends to contest any allegation that Booking.com has a permanent establishment in Italy or that its transfer pricing policies are inappropriate. In December 2018, the Italian tax authorities issued an assessment on the Italian Booking.com subsidiary for approximately 48 million Euros for the 2013 tax year, asserting that its transfer pricing policies were inadequate. The Company has not recorded a liability in connection with this assessment. It is unclear what further actions, if any, the Italian authorities will take. Such actions could include closing the investigation, assessing Booking.com additional taxes, as well as the imposition of interest, fines and penalties, or even bringing criminal charges.

In addition, Turkish tax authorities have asserted that Booking.com has a permanent establishment in Turkey and have issued tax assessments for the years 2012 through 2017 for approximately 433 million Turkish Lira, including interest and penalties. The Company believes that Booking.com has been, and continues to be, in compliance with Turkish tax law, and the Company is contesting these assessments. The Company has not recorded a liability in connection with these assessments.

As a result of an internal review of tax policies and positions at one of the Company's smaller subsidiaries, the Company identified two issues related to the application of certain non-income-based tax laws to that subsidiary's business. In the third and fourth quarters of 2018, the Company accrued related travel transaction taxes totaling approximately $46 million, based on the Company's estimate of the probable travel transaction tax owed for the prior periods, including interest and penalties, as applicable. This expense is included in "General and administrative" expense in the Consolidated Statement of Operations for the year ended December 31, 2018. The Company currently estimates that the reasonably possible loss related to these matters in excess of the amount accrued is approximately $20 million. The Company's internal review is ongoing, and, to the extent the Company determines that the probable taxes owed related to these matters exceed what has already been accrued or new issues are identified during this review, the Company may need to accrue additional amounts, which could adversely affect the Company’s business, results of operations, financial condition and cash flows.

27




From time to time, the Company is involved in other tax-related audits, investigations or proceedings, which could relate to income taxes, value-added taxes, sales taxes, employment taxes, etc. For example, the Company is subject to legal proceedings in the United States related to travel transaction taxes (e.g., hotel occupancy taxes, sales taxes, etc.).

Any taxes or other assessments in excess of our current tax provisions, whether in connection with the foregoing or otherwise (including the resolution of any tax proceedings), could have a material adverse effect on our business, effective tax rate, results of operations and financial condition.

Turkish Matter

From time to time the Company has been subject to legal proceedings and claims regarding whether it is subject to local registration requirements, such as requirements to register as a travel agent. In March 2017, in connection with a lawsuit begun in 2015 by the Association of Turkish Travel Agencies claiming that Booking.com is required to meet certain registration requirements in Turkey, a Turkish court ordered Booking.com to suspend offering Turkish hotels and accommodations to Turkish residents. Although Booking.com is appealing the order and believes it to be without basis, this order has had a negative impact on the Company's growth and results of operations, and is expected to continue to negatively impact the Company's results of operations.
Other Matters

The Company accrues for certain legal contingencies where it is probable that a loss has been incurred and the amount can be reasonably estimated. Such accrued amounts are not material to the Company's balance sheets and provisions recorded have not been material to the Company's results of operations or cash flows. An estimate of a reasonably possible loss or range of loss cannot be reasonably made.

From time to time, the Company has been, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third-party intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources, divert management's attention from the Company's business objectives and adversely affect the Company's business, results of operations, financial condition and cash flows.

Liability associated with the Earnout Arrangement for Business Acquisition

At December 31, 2018, the Company's Consolidated Balance Sheets included a liability of $28 million for contingent consideration related to a business acquisition in 2015. The fair value of the liability, which had been considered a "Level 3" fair value measurement (see Note 6), was based upon probability-weighted average payments for specific performance factors from the acquisition date through the performance period which ended on March 31, 2019. At March 31, 2019, the estimated payout is approximately $35 million based on the actual results of the acquired business. The associated expense related to the increase in the liability of $7 million was included in "General and administrative" expense in the Company's Unaudited Consolidated Statement of Operations for the three months ended March 31, 2019.

Building Construction

In September 2016, the Company signed a turnkey agreement to construct an office building for Booking.com’s headquarters in the Netherlands for 270 million Euros. Upon signing this agreement, the Company paid 43 million Euros for the acquired land-use rights, which was included in “Other assets” in the Unaudited Consolidated Balance Sheets for periods prior to January 1, 2019. The land-use rights were reclassified from "Other assets" to "Operating lease assets" on January 1, 2019 as part of the adoption of ASC 842, Leases (see Note 1). In addition, since signing the turnkey agreement the Company has made several progress payments principally related to the construction of the building, which are included in "Property and equipment, net" in the Unaudited Consolidated Balance Sheets. At March 31, 2019, the Company has a remaining obligation of 156 million Euros ($175 million) related to the building construction, which will be paid through 2021, when the Company anticipates construction will be complete.
In addition to the turnkey agreement, the Company has a remaining obligation at March 31, 2019 to pay 73 million Euros ($82 million) over the remaining term of the acquired land lease. The Company will also make additional capital expenditures to fit out and furnish the office space.

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Other Contractual Obligation

In 2018, the Company signed an agreement for a lease related to approximately 222,000 square feet of office space in the city of Manchester in the United Kingdom for the headquarters of Rentalcars.com. The Company's obligation to execute the lease is conditional upon the lessor completing certain activities, which are expected to be completed in 2020. If these activities are completed, the lease will commence for a term of approximately 13 years and the Company will have a lease obligation of approximately 65 million British Pounds Sterling, excluding lease incentives. The Company will also make capital expenditures to fit out and furnish the office space.




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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with our Unaudited Consolidated Financial Statements, including the notes to those statements, included elsewhere in this Quarterly Report on Form 10-Q, and the Section entitled "Special Note Regarding Forward-Looking Statements" at the end of this Item 2.  As discussed in more detail in the Section entitled "Special Note Regarding Forward-Looking Statements," this discussion contains forward-looking statements, which involve risks and uncertainties.  Our actual results may differ materially from the results discussed in the forward-looking statements.  Factors that might cause those differences include those discussed in